**THIRD
      AMENDED AND RESTATED CREDIT AGREEMENT**





**among**





**EQUITY
      MEDIA HOLDINGS CORPORATION,**





**ITS
      SUBSIDIARIES THAT ARE SIGNATORIES HERETO**





**and**


**SUCH
      OTHER OF THEIR AFFILIATES WHO FROM TIME TO TIME**


**MAY
      BECOME PARTIES HERETO,**





**as
      Borrowers,**





**SPCP
      GROUP, LLC,**


**SPF
      CDO I, LTD.,**


**FIELD
      POINT III, LTD.,**


**FIELD
      POINT IV, LTD.,**


**WELLS
      FARGO FOOTHILL, INC.,**


**AND
      THE OTHER LENDERS**


**FROM
      TIME TO TIME PARTIES HERETO,**





**as
      Lenders,**





**SILVER
      POINT FINANCE, LLC,**





**as
      Administrative Agent and Documentation Agent for such
      Lenders**


**and**




**WELLS
      FARGO FOOTHILL, INC.,**




**as
      Collateral Agent for such Lenders**




**Dated
      as of February 13, 2008**







**RECITALS**
              
              
              **2****I.**
              **DEFINITIONS
                AND INTERPRETATIONS**
              **3****1.01.**
              
              **Definitions**
              **3****1.02.**
              
              **Accounting
                  Terms and Determinations**
              **25****1.03.**
              
              **Computation
                  of Time Periods**
              **26****1.04.**
              
              **Construction**
              **26****1.05.**
              
              **Exhibits
                  and Schedules**
              **26****1.06.**
              
              **No
                  Presumption Against Any Party**
              **26****1.07.**
              
              **Independence
                  of Provisions**
              **26****II.**
              **GENERAL
                TERMS**
              **26****2.01.**
              
              **Loan
                  Facilities**
              **26****2.02.**
              
              **Interest
                  on the Notes**
              **31****2.03.**
              
              **Loan
                  Requests**
              **34****2.04.**
              
              **Repayment
                  of Loans**
              **34****2.05.**
              
              **Payments,
                  Prepayments and Termination or Reduction of the
                  Commitments**
              **35****2.06.**
              
              **Fees**
              **40****2.07.**
              
              **Requirements
                  of Law**
              **41****2.08.**
              
              **Not
                  Used**
              **44****2.09.**
              
              **Taxes**
              **44****2.10.**
              
              **Indemnification
                  for LIBOR Breakage Charges**
              **45****2.11.**
              
              **Payments
                  Under the Notes**
              **46****2.12.**
              
              **Set-Off,
                  Etc.**
              **47****2.13.**
              
              **Pro
                  Rata Treatment; Sharing**
              **47****2.14.**
              
              **Non-Receipt
                  of Funds by Collateral Agent**
              **48****2.15.**
              
              **Replacement
                  of Notes**
              **49****2.16.**
              
              **Security
                  for the Obligations; Subordination; Etc.**
              **49****2.17.**
              
              **Use
                  of Proceeds**
              **50****2.18.**
              
              **Adjustments
                  to Schedule 1.01**
              **50****III.**
              **CONDITIONS
                OF MAKING THE LOANS**
              **52****3.01.**
              
              **Conditions
                  to the First Loans**
              **52****3.02.**
              
              **All
                  Loans**
              **54****3.03.**
              
              **Loans
                  Relating to Permitted Acquisitions**
              **55****IV.**
              **REPRESENTATIONS
                AND WARRANTIES**
              **58****4.01.**
              
              **Financial
                  Information**
              **58****4.02.**
              
              **Organization,
                  Qualification, Etc.**
              **58****4.03.**
              
              **Authorization;
                  Compliance; Etc.**
              **59****4.04.**
              
              **Governmental
                  and Other Consents. Etc.**
              **59****4.05.**
              
              **Litigation**
              **59****4.06.**
              
              **Compliance
                  with Laws and Agreements**
              **60****4.07.**
              
              **The
                  Stations**
              **60****4.08.**
              
              **Regulatory
                  Compliance**
              **60****4.09.**
              
              **Title
                  to Properties; Condition of Properties; Proprietary
                  Rights**
              **61****4.10.**
              
              **Interests
                  in Other Businesses**
              **62**
  -
            i
            -
  **4.11.**
              
              **Solvency**
              **62****4.12.**
              
              **Full
                  Disclosure**
              **63****4.13.**
              
              **Margin
                  Stock**
              **63****4.14.**
              
              **Tax
                  Returns**
              **63****4.15.**
              
              **Pension
                  Plans, Etc.**
              **63****4.16.**
              
              **Material
                  Agreements**
              **64****4.17.**
              
              **Projections**
              **64****4.18.**
              
              **Brokers,
                  Etc.**
              **64****4.19.**
              
              **Capitalization**
              **64****4.20.**
              
              **Environmental
                  Compliance**
              **64****4.21.**
              
              **Investment
                  Company Act**
              **65****4.22.**
              
              **Labor
                  Matters**
              **66****4.23.**
              
              **Delaware
                  Code Provisions**
              **66****4.24.**
              
              **No
                  Material Adverse Effect**
              **66****4.25.**
              
              **No
                  Defaults Under Loan Documents or Obligations**
              **66****V.**
              **FINANCIAL
                COVENANTS**
              **67****5.01.**
              
              **[Intentionally
                  Omitted.]**
              **67****5.02.**
              
              **[Intentionally
                  Omitted.]**
              **67****5.03.**
              
              **[Intentionally
                  Omitted.]**
              **67****5.04.**
              
              **Capital
                  Expenditures**
              **67****5.05.**
              
              **Restricted
                  Payments**
              **67****5.06.**
              
              **Minimum
                  Revenues and EBITDA**
              **68****VI.**
              **AFFIRMATIVE
                COVENANTS**
              **69****6.01.**
              
              **Preservation
                  of Assets; Compliance with Laws, Etc.**
              **69****6.02.**
              
              **Insurance**
              **70****6.03.**
              
              **Taxes,
                  Etc.**
              **72****6.04.**
              
              **Notice
                  of Proceedings, Defaults, Adverse Change, Etc.**
              **72****6.05.**
              
              **Financial
                  Statements and Reports**
              **72****6.06.**
              
              **Inspection**
              **76****6.07.**
              
              **Accounting
                  System**
              **76****6.08.**
              
              **Additional
                  Assurances**
              **76****6.09.**
              
              **Renewal
                  of Licenses**
              **77****6.10.**
              
              **Compliance
                  with Environmental Laws**
              **77****6.11.**
              
              **Amendment
                  to EMHC Certificate of Incorporation**
              **78****6.12.**
              
              **Management
                  Agreement**
              **78****VII.**
              **NEGATIVE
                COVENANTS**
              **78****7.01.**
              
              **Indebtedness**
              **78****7.02.**
              
              **Liens**
              **79****7.03.**
              
              **Disposition
                  of Assets; Etc.**
              **80****7.04.**
              
              **Fundamental
                  Changes; Acquisitions**
              **80****7.05.**
              
              **Sale
                  and Leaseback**
              **83****7.06.**
              
              **Investments**
              **84****7.07.**
              
              **Change
                  in Business**
              **84****7.08.**
              
              **Accounts
                  Receivable**
              **84**
  -
            ii
            -
  **7.09.**
              
              **Transactions
                  with Affiliates**
              **84****7.10.**
              
              **Amendment
                  of Certain Agreements, Etc.**
              **84****7.11.**
              
              **ERISA**
              **84****7.12.**
              
              **Margin
                  Stock**
              **85****7.13.**
              
              **Negative
                  Pledges, Etc.**
              **85****7.14.**
              
              **LMAs,
                  Etc.**
              **85****7.15.**
              
              **Deposit
                  Account Maintenance**
              **85****VIII.**
              **DEFAULTS**
              **85****IX.**
              **REMEDIES
                ON DEFAULT, ETC.**
              **89****9.01.**
              
              **General
                  Provisions**
              **89****9.02.**
              
              **Consent
                  to Receivership**
              **89****9.03.**
              
              **Effect
                  of Termination of Commitments**
              **89****9.04.**
              
              **Remedies
                  Not Exclusive**
              **90****X.**
              **AGENTS**
              **90****10.01.**
              
              **Appointment,
                  Powers and Immunities**
              **90****10.02.**
              
              **Reliance
                  by Agents**
              **92****10.03.**
              
              **Events
                  of Default**
              **93****10.04.**
              
              **Rights
                  as a Lender**
              **93****10.05.**
              
              **Indemnification**
              **93****10.06.**
              
              **Non-Reliance
                  on Agents and other Lenders**
              **94****10.07.**
              
              **Failure
                  to Act**
              **94****10.08.**
              
              **Resignation
                  of An Agent**
              **95****10.09.**
              
              **Cooperation
                  of Lenders**
              **96****10.10.**
              
              **One
                  Lender Sufficient**
              **96****XI.**
              **ENTIRE
                AGREEMENT; AMENDMENTS AND WAIVERS; SEPARATE ACTIONS BY
                LENDERS**
              **96****XII.**
              **BENEFIT
                OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS**
              **99****XIII.**
              **MISCELLANEOUS**
              **101****13.01.**
              
              **Survival**
              **101****13.02.**
              
              **Fees
                  and Expenses; Indemnity; Etc.**
              **102****13.03.**
              
              **Notice**
              **102****13.04.**
              
              **Acceptance
                  of Documents; Governing Law**
              **104****13.05.**
              
              **CONSENT
                TO JURISDICTION; WAIVER OF JURY TRIAL; JUDICIAL
                REFERENCE**
              **105****13.06.**
              
              **Severability**
              **106****13.07.**
              
              **Section
                  Headings, Etc.**
              **106****13.08.**
              
              **Several
                  Nature of Lenders' Obligations**
              **106****13.09.**
              
              **Counterparts**
              **106****13.10.**
              
              **Knowledge
                  and Discovery**
              **106****13.11.**
              
              **Amendment
                  of Other Agreements**
              **107****13.12.**
              
              **FCC
                  and Other Approvals**
              **107****13.13.**
              
              **Disclaimer
                  of Reliance**
              **107**
  -
            iii
            -
  **13.14.**
              
              **Environmental
                  Indemnification**
              **108****13.15.**
              
              **Successors
                  and Assigns**
              **108****13.16.**
              
              **Maximum
                  Enforceability**
              **109****13.17.**
              
              **Suretyship
                  Waivers and Consents**
              **109****13.18.**
              
              **EMHC
                  as Administrative Agent for Borrowers**
              **111****13.19.**
              
              **Integration;
                  Effectiveness of Agreement**
              **111****13.20.**
              
              **USA
                  PATRIOT Act**
              **112**
 -
              iv
              -


**INDEX
      OF SCHEDULES**


Schedule
                  1.01
              Sale
                  AmountsSchedule
                  2.01
              Allocation
                  of Loans and CommitmentsSchedule
                  2.02
              Notice
                  of Conversion or ContinuationSchedule
                  2.03
              Loan
                  RequestSchedule
                  2.05(a)
              Commitment
                  Reduction NoticeSchedule
                  2.16(a)
              Exceptions
                  to SecuritySchedule
                  2.17
              Uses
                  of ProceedsSchedule
                  3.01
              Omnibus
                  Officer's Certificate(s) and Compliance
                  Certificate/ClosingSchedule
                  4.02
              Organization,
                  Qualification, Etc.Schedule
                  4.04
              Governmental
                  and Other ConsentsSchedule
                  4.05
              LitigationSchedule
                  4.06
              Compliance
                  with Laws and AgreementsSchedule
                  4.07
              LicensesSchedule
                  4.08
              FCC
                  ProceedingsSchedule
                  4.09
              Title
                  to Properties; Conditions of Properties; Proprietary
                  RightsSchedule
                  4.10
              Interests
                  in Other BusinessesSchedule
                  4.15
              Pension
                  PlansSchedule
                  4.16
              Material
                  AgreementsSchedule
                  4.17
              ProjectionsSchedule
                  4.18
              Brokers,
                  Etc.Schedule
                  4.19
              CapitalizationSchedule
                  4.20
              Environmental
                  ComplianceSchedule
                  5.06
              Reductions
                  in Financial Covenant LevelsSchedule
                  6.05
              Compliance
                  CertificateSchedule
                  7.01
              IndebtednessSchedule
                  7.02
              Permitted
                  LiensSchedule
                  7.09
              Transactions
                  with AffiliatesSchedule
                  7.10
              Permitted
                  Amendments to Organizational DocumentsSchedule
                  7.14
              Local
                  Marketing AgreementsSchedule
                  12
              Form
                  of Assignment and Acceptance




**INDEX
      OF EXHIBITS**




Exhibit
                  A
              Form
                  of Secured Revolving Credit NoteExhibit
                  B-1
              Form
                  of Term Loan A NoteExhibit
                  B-2
              Form
                  of Term Loan B NoteExhibit
                  C
              Form
                  of Joinder Agreement




-
          v
          -


**THIRD
      AMENDED AND RESTATED CREDIT AGREEMENT**




**THIS
      THIRD AMENDED AND RESTATED CREDIT AGREEMENT** (this
      " **Agreement** ")
      dated
      as of February 13, 2008, is by and among




**SPCP
      GROUP, LLC** ,
      a
      Delaware limited liability company **** (" **SPCP** "), **SPF CDO I, LLC** ,
      a
      Delaware limited liability company (" **SPF** "), **FIELD
      POINT III, LTD.,** a
      Cayman
      Islands limited liability company (" **FPIII** "), **FIELD
      POINT IV, LTD.** ,
      a
      Cayman Islands limited liability company (" **FPIV** "), **WELLS FARGO FOOTHILL, INC.** ,
      a
      California corporation (" **WFF** "),
      and
      the other financial institutions which are now, or in accordance with **Article
      XII** hereafter become, parties hereto and "Lenders" hereunder (collectively,
      " **Lenders** "
      and
      each individually, a " **Lender** ");




**SILVER
      POINT FINANCE, LLC** ,
      a
      Delaware limited liability company, as Administrative Agent for Lenders (in
      such
      capacity, together with its successors and assigns in such capacity,
      " **Administrative
      Agent** "),
      and
      as Documentation Agent for Lenders (in such capacity, together with its
      successors and assigns in such capacity, " **Documentation
      Agent** ");




**WELLS
      FARGO FOOTHILL, INC.** ,
      a
      California corporation, as Collateral Agent (in such capacity, together with
      its
      successors and assigns in such capacity, " **Collateral
      Agent** ");
      and




**EQUITY
      MEDIA HOLDINGS CORPORATION** ,
      a
      Delaware corporation (successor-by-merger to Equity Broadcasting Corporation,
      an
      Arkansas corporation) (" **EMHC** "), **ARKANSAS
      49, INC.** ,
      an
      Arkansas corporation, **BORGER
      BROADCASTING, INC.** ,
      a
      Nevada corporation, **DENVER
      BROADCASTING, INC.** ,
      an
      Arkansas corporation, **EBC
      HARRISON, INC.** ,
      an
      Arkansas corporation, **EBC
      PANAMA CITY, INC.** ,
      an
      Arkansas corporation, **EBC
      SCOTTSBLUFF, INC.** ,
      an
      Arkansas corporation, **FORT
      SMITH 46, INC.** ,
      a
      Nevada corporation (" **Fort
      Smith 46** "), **EQUITY
      NEWS SERVICES, INC.** (formerly
      known as Hispanic News Network, Inc.), an Arkansas corporation, **LOGAN
      12, INC.** ,
      an
      Arkansas corporation (" **Logan
      12** "), **MARQUETTE
      BROADCASTING, INC.** ,
      a
      Nevada corporation, **NEVADA
      CHANNEL 3, INC.** ,
      an
      Arkansas corporation, **NEWMONT
      BROADCASTING CORPORATION** ,
      an
      Arkansas corporation, **PRICE
      BROADCASTING, INC.** ,
      a
      Nevada corporation, **PULLMAN
      BROADCASTING INC.** ,
      an
      Arkansas corporation (" **PBI** "), **REP
      PLUS, INC.** ,
      an
      Arkansas corporation, **RIVER
      CITY BROADCASTING, INC.** ,
      an
      Arkansas corporation (" **River
      City** "), **ROSEBURG
      BROADCASTING, INC.** ,
      a
      Nevada corporation, **TV
      34, INC.** ,
      an
      Arkansas corporation, **VERNAL
      BROADCASTING, INC.** ,
      a
      Nevada corporation, **WOODWARD
      BROADCASTING, INC.** ,
      a
      Nevada corporation, **EBC
      MINNEAPOLIS, INC.** ,
      an
      Arkansas corporation, **EBC
      DETROIT, INC.** ,
      an
      Arkansas corporation, **EBC
      BUFFALO, INC.** ,
      an
      Arkansas corporation, **EBC
      WATERLOO, INC.** ,
      an
      Arkansas corporation, **EBC ATLANTA, INC.** ,
      an
      Arkansas corporation, **EBC
      SEATTLE, INC.** ,
      an
      Arkansas corporation, **EBC
      KANSAS CITY, INC.** ,
      an
      Arkansas corporation, **EBC
      SYRACUSE, INC.** ,
      an
      Arkansas corporation, **NEVADA
      CHANNEL 6, INC.** ,
      an
      Arkansas corporation, **EBC
      PROVO, INC.** ,
      an
      Arkansas corporation, **EBC
      SOUTHWEST FLORIDA, INC.** ,
      an
      Arkansas corporation, **EBC
      LOS ANGELES, INC.** ,
      an
      Arkansas corporation, **C.A.S.H.
      SERVICES, INC.** (formerly known as Skyport Services, Inc.), an Arkansas corporation, **EBC
      NASHVILLE, INC.** ,
      an
      Arkansas corporation, and **EBC
      JACKSONVILLE, INC.,** an
      Arkansas corporation (together, the " **Borrowers** "
      and
      individually, a " **Borrower** ").









**RECITALS**




**A.**  Equity
      Broadcasting Corporation, an Arkansas corporation (predecessor-by-merger to
      EMHC) (" **EBC** "),
      EBC
      St. Louis, Inc., an Arkansas corporation, River City and Fort Smith 46
      (collectively, " **Original
      Borrowers** "),
      certain Lenders and Wells Fargo Foothill, Inc., as Agent and as successor Agent
      to Textron Financial Corporation (in such capacity, " **Original
      Agent** ")
      were
      parties to that certain Credit Agreement dated as of November 27, 2002 (as
      amended from time to time, the " **Original
      Credit Agreement** ")
      pursuant to which such Lenders made loans (the " **Original
      Loans** ")
      to
      repay preexisting indebtedness, finance or refinance Borrowers' Capital
      Expenditures, interest expense, working capital and other general corporate
      purposes, including the acquisition or refinancing of certain Stations. The
      Original Loans are secured by security interests in, and liens on, certain
      assets of Original Borrowers.




**B.**  Original
      Borrowers, Shawnee Broadcasting, Inc., an Arkansas corporation, La Grande
      Broadcasting, Inc., an Arkansas corporation, Logan 12 and PBI (collectively,
      " **A&R
      Borrowers** ")
      converted, effective August 15, 2003, the Original Loans made under the Original
      Credit Agreement to revolving credit loans and increased the maximum amount
      of
      revolving credit loans available from Revolving Credit Lenders (the
      " **A&R
      Loans** "),
      as
      set forth in a certain Amended and Restated Credit Agreement among Original
      Agent, WFF and A&R Borrowers dated as of August 15, 2003 (as amended from
      time to time, the " **A&R
      Credit Agreement** ").




**C.**  EBC
      and
      the other Borrowers converted, effective June 29, 2004, the A&R Original
      Loans made under the A&R Credit Agreement to revolving credit loans and
      added a term loan facility, as set forth in a certain Second Amended and
      Restated Credit Agreement among Administrative Agent, Collateral Agent, Lenders
      and Borrowers dated as of June 29, 2004 (as amended from time to time, the
      " **Second
      A&R Credit Agreement** ").




**D.**  Borrowers
      desire to renew the revolving credit loans and to renew and restructure the
      term
      loans available from Lenders, and Borrowers wish to amend and restate the Second
      A&R Credit Agreement to evidence the modification of the provisions relating
      thereto.




**E.**  Borrowers,
      Lenders, Administrative Agent and Collateral Agent desire to amend and restate
      the Second A&R Credit Agreement in its entirety, all subject to the terms
      and conditions of this Agreement.




**NOW
      THEREFORE** ,
      the
      parties hereto, intending to be legally bound, and in consideration of the
      foregoing and the mutual covenants contained herein, hereby agree, and hereby
      amend and restate the Second A&R Credit Agreement to read in its entirety
      (but retaining references to the foregoing Recitals), as follows:




-
          2
          -




**I.**  **DEFINITIONS
      AND INTERPRETATIONS** **.**




**Section
      1.01** **.**  **Definitions** .




As
      used
      herein the following terms have the following respective meanings:




**A&R
      Borrowers** :
      the
      meaning specified in the **Recitals** .




**A&R
      Credit Agreement** :
      the
      meaning specified in the **Recitals** .




**Accountants** :
      the
      meaning specified in **Section
      6.05** .




**Acquisition** :
      the
      meaning specified in **Section
      7.04(a)** .




**Acquisition
      Agreement** :
      with
      respect to any Permitted Acquisition, the acquisition, purchase or other
      agreement which sets forth the terms and conditions of such
      Acquisition.




**Act** :
      the
      meaning specified in **Section
      4.08** .




**Administrative
      Agent** :
      Silver
      Point, in its capacity as Administrative Agent for the Lenders pursuant to
      this
      Agreement, its successors and assigns, including any replacement or substituted
      Administrative Agent appointed and acting in accordance with the terms of this
      Agreement.




**Advance** :
      any
      advance of loan proceeds constituting all or a portion of a Revolving Credit
      Loan or, on the Closing Date, the Term Loans.




**Affiliate** :
      any
      Person that directly or indirectly controls, or is under common control with,
      or
      is controlled by, another Person and, if such Person is an individual, any
      member of the immediate family (including parents, spouse, children and
      siblings) of such individual and any trust whose principal beneficiary is such
      individual or one or more members of such immediate family and any Person who
      is
      controlled by any such member or trust. As used in this definition,
      " control ",
      including, its correlative meanings, " controlled
      by "
      and
      " under
      common control with ",
      shall
      mean the possession, directly or indirectly, of the power to direct or cause
      the
      direction of management or policies (whether through ownership of securities
      or
      membership, partnership or other ownership interests, by contract or otherwise).
      Notwithstanding the foregoing, (a) no individual shall be an Affiliate solely
      by
      reason of his or her being a director, officer or employee of a Borrower, (b)
      no
      Lender shall be deemed to be an Affiliate of a Borrower, and (c) neither
      Univision Communications, Inc., nor Sycamore Venture Capital, L.P., nor Sycamore
      Investors' Fund, L.P., shall be deemed to be an Affiliate of a
      Borrower.




**Affiliate
      Subordination Agreement** :
      the
      meaning specified in **Section
      2.16(b)** .




**Agent(s)** :
      Administrative Agent and Collateral Agent.




-
          3
          -




**Aggregate
      Revolving Credit Commitments** :
      an
      amount calculated from time to time as Eight Million Dollars ($8,000,000),
      as
      reduced from time to time by aggregate reductions, if any, in the Revolving
      Credit Commitments from time to time pursuant to **Section
      2.05** .




**Aggregate
      Term Loan A Commitments** :
      Twelve
      Million Dollars ($12,000,000).




**Aggregate
      Term Loan B Commitments** :
      Thirty-Three Million Dollars ($33,000,000).




**Aggregate
      Term Loan Commitments** :
      Forty-Five Million Dollars ($45,000,000).




**Agreement** :
      this
      Third Amended and Restated Credit Agreement, as the same may be amended,
      restated, supplemented, renewed, replaced or extended from time to
      time.




**Assignment
      and Acceptance** :
      the
      meaning specified in **Article
      XII** .




**Availability** :
      as of
      any date of determination, if such date is a Business Day, and determined at
      the
      close of business on the immediately preceding Business Day, if such date of
      determination is not a Business Day, the sum of Borrowers' cash balances and
      the
      Available Revolving Credit Commitments.




**Available
      Revolving Credit Commitments** :
      as of
      any date of determination, if such date is a Business Day, and determined at
      the
      close of business on the immediately preceding Business Day, if such date of
      determination is not a Business Day, the amount that Borrowers are entitled
      to
      borrow as Advances under **Section
      2.01(a)** (after
      giving effect to all then outstanding Obligations and all sublimits and reserves
      applicable hereunder).




**Base
      Rate** :
      the per
      annum interest rate calculated from time to time as being (i) the greatest
      of (A) the Prime Rate, (B) the Federal Funds Rate in effect on such
      day plus fifty (50) basis points (0.50%), and (C) seven and one-half percent
      (7.50%) per annum *plus* (ii)
      eight and one-half percent (8.50%).




**Base
      Rate Loan** :
      a Loan,
      or portion thereof, during any period in which it bears interest at the Base
      Rate.




**Billing
      Agent** :
      (i)
      with respect to the Revolving Credit Loans, WFF, for itself and the other
      Revolving Credit Lenders; (ii) with respect to the Term Loans A, WFF, for itself
      and the other Term Loan A Lenders; and (iii) with respect to the Term Loans
      B,
      Silver Point, for itself and the other Term Loan B Lenders.




**Borrower(s)** :
      the
      meaning specified in the **Preamble** .




**Borrower
      Representative** :
      the
      meaning specified in **Section 13.18** .




**Borrowing
      Date** :
      with
      respect to any Loan or Loans requested by Borrowers hereunder, any Business
      Day
      on which such Loan or Loans are to be made.




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          4
          -




**Budget** :
      the
      meaning specified in **Section
      6.05(e)** .




**Business
      Day** : **** any
      day
      other than a Saturday, Sunday or legal holiday on which banks in New York,
      New
      York, and Los Angeles, California, are open for the transaction of a substantial
      part of their commercial banking business, and, if the applicable day relates
      to
      a LIBOR Loan or an Interest Period for a LIBOR Loan, the day on which dealings
      in Dollar deposits are also carried on in the London interbank market and banks
      are open for business in London.




**Capital
      Expenditures** :
      for any
      period, any payment made directly or indirectly by a Person for the purpose
      of
      acquiring or constructing fixed assets, real property or equipment which, in
      accordance with GAAP, would be added as a debit to the fixed asset account
      of
      the Person making such expenditure, including, without limitation, the aggregate
      amount of Capital Lease Obligations, amounts paid or payable for labor or under
      any conditional sale or other title retention agreement or other periodic
      payment arrangement which is of such a nature that payment obligations of the
      lessee or obligor thereunder would be required by GAAP to be capitalized on
      the
      balance sheet of such lessee or obligator.




**Capital
      Lease** :
      any
      lease of property (real, personal or mixed) which, in accordance with GAAP
      and
      Statement No. 13 of the Financial Accounting Standards Board, would be permitted
      or required to be capitalized on the lessee's balance sheet or for which the
      amount of the asset and liability thereunder as if so capitalized should be
      disclosed in a note to such balance sheet.




**Capital
      Lease Obligations** :
      all
      obligations of a Person to pay rent or other amounts under a lease of (or other
      agreement conveying the right to use) property (real, personal or mixed) to
      the
      extent such obligations are required to be classified and accounted for as
      a
      capital lease on such Person's balance sheet under GAAP.




**Casualty
      Event** :
      any
      loss of, damage to, condemnation of or other taking of any asset or property
      of
      a Person for which such Person receives Insurance Proceeds, proceeds of a
      condemnation award or other compensation.




**CERCLA** :
      the
      Comprehensive Environmental Response, Compensation and Liability Act of 1989
      (42
      USC 9601, et . seq .).




**Closing
      Date** :
      the
      effective date of this Agreement, as evidenced by the Lenders' funding of the
      Term Loans.




**Code** :
      the
      Internal Revenue Code of 1986, as amended, and the rules and regulations
      promulgated thereunder.




**Collateral** :
      collectively, any and all collateral referred to herein and in the Security
      Documents, or any of them, as specified in **Section
      2.16** ,
      and any
      and all other collateral pledged to, or in which a security interest is granted
      to, Collateral Agent for the benefit of Lenders from time to time in connection
      with the Loan Documents.




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          5
          -




**Collateral
      Agent** :
      WFF, in
      its capacity as Collateral Agent for Lenders, and its successors and assigns,
      including any replacement or substituted Collateral Agent appointed and acting
      in accordance with the terms of this Agreement.




**Combined
      or combined** :
      wherever used in conjunction with a financial statement, covenant or definition,
      such statement, covenant or definition shall (unless otherwise specifically
      defined herein) refer to Borrowers and their respective Subsidiaries on a
      combined basis, determined, calculated or applied in accordance with
      GAAP.




**Commitment(s)** :
      the
      Revolving Credit Commitments and the Term Loan Commitments.




**Commitment
      Reduction Notice** :
      the
      meaning specified in **Section
      2.05(a)** .




**Compliance
      Report** :
      the
      meaning specified in **Section
      6.05(d)** .




**Compressed
      Sale Value of Eligible Stations** :
      means
      the value attributed to each Station as set forth on Schedule
      1.01 attached
      hereto and made a part hereof, as may be amended from time to time in accordance
      with **Section
      2.18** .




**Consolidated
      or consolidated** :
      wherever used in conjunction with a financial statement, covenant or definition,
      such statement, covenant or definition shall (unless otherwise specifically
      defined herein) refer to Borrowers and their respective Subsidiaries on a
      consolidated basis, determined, calculated or applied in accordance with
      GAAP.




**Continue
      (or Continuation)** :
      the act
      of continuing the election for a successive Interest Period of a LIBOR Loan
      as a
      LIBOR Loan or a Base Rate Loan as a Base Rate Loan.




**Control
      Agreement** :
      that
      certain Merrill Lynch Pledged Collateral Account Control Agreement dated as
      of
      August 30, 2007 by and among EMHC, Collateral Agent and Merrill Lynch, Pierce,
      Fenner & Smith Incorporated, as may have been amended from time to time in
      accordance with this Agreement.




**Controlled
      Group** :
      all
      trades or businesses (whether or not incorporated) under common control that,
      together with any Borrower, are treated as a single employer under Section
      414(b) or 414(c) of the Code or Section 40001 of ERISA.




**Convert
      (or Conversion)** :
      the act
      of converting at the end of an Interest Period or otherwise a Base Rate Loan
      to
      a LIBOR Loan or a LIBOR Loan to a Base Rate Loan.




**Corporate
      Overhead** :
      all
      sums expended by a Person (a) in paying salaries and bonuses to officers of
      such
      Person, (b) in reimbursing officers of such Person for usual and customary
      business expenses incurred in the ordinary course of business for business
      travel and reasonable accounting, office and secretarial expense incurred by
      them on behalf of such Person, and (c) in paying other legal, accounting,
      auditing, office, administrative and other expenses of such Person which are
      not
      allocable to or incurred directly in the acquisition, disposition or operation
      of the Stations or in connection with the Loans.




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          6
          -




**Daily
      Balance** :
      with
      respect to each day during the term of this Agreement, the amount of an
      Obligation owed at the end of such day.




**Damaged
      Property** :
      the
      meaning specified in **Section
      6.02(b)** .




**Default** :
      (a) an
      Event of Default or (b) an event or condition that, but for the requirement
      that
      time elapse or notice be given, or both, would constitute an Event of
      Default.




**Defaulting
      Lender** :
      any
      Lender who is in breach of any of its obligations hereunder, including, without
      limitation, any Lender who has failed or refused to fund a Loan when required
      to
      do so, as determined by Collateral Agent in its reasonable
      discretion.




**Default
      Rate** :
      the
      meaning specified in **Section
      2.02(e)(i)** .




**Disposition** :
      any
      sale, lease, sale and leaseback, assignment, conveyance, transfer, asset swap
      or
      other disposition of property.




**Dispute
      Notice** :
      the
      meaning specified in **Section
      2.18** .




**Documentation
      Agent** :
      Silver
      Point, in its capacity as Documentation Agent for the Lenders pursuant to this
      Agreement, its successors and assigns, including any replacement or substituted
      Documentation Agent appointed and acting in accordance with the terms of this
      Agreement.




**Dollars** and **$** :
      lawful
      money of the United States of America.




**Duly
      Authorized Officer** :
      with
      respect to any certificate, agreement or other document to be executed by or
      on
      behalf of a Borrower, the manager, chairman, president, chief executive officer,
      chief operating officer, chief financial officer, vice president, treasurer
      or
      other representative of such entity, who shall, in any event, be an officer
      duly
      authorized by all required action of such entity to execute and deliver such
      document.




**Early
      Termination Fee** :
      the
      meaning specified in **Section
      2.05(d)** .




**EBITDA** :
      for any
      fiscal period, Net Income of a Person or a Station (as applicable) for such
      period, after restoring thereto (without duplication) amounts deducted in the
      computation thereof for (a) depreciation, (b) amortization (including, without
      limitation, amortization of Programming Payments), (c) Interest Expense, (d)
      other non-cash expenses determined in accordance with GAAP, (e) taxes in respect
      of income and profits expensed during such period, (f) Transaction Costs for
      such period, (g) Trade expense, (h) extraordinary losses charged to Net Income
      for such period, and (i) Corporate Overhead payments to the extent such payments
      were funded solely from cash equity contributions; *minus* (v)
      Programming Payments, (w) extraordinary and non-cash gains included in Net
      Income for such period, (x) management fees paid to the extent such fees are
      not
      deducted in calculating Net Income, (y) Trade revenue, and (z) income not
      directly derived from the operation of the Stations (including interest income).
      For the purposes of the financial covenants in **Sections
      5.01** through **5.06** ,
      EBITDA
      shall be determined on a *pro
      forma* basis
      after giving effect to all Acquisitions and Dispositions made by the Borrowers
      at any time during the applicable fiscal period, in each case as if such
      Acquisition or Disposition had occurred at the beginning of such fiscal
      period.




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          7
          -




**Effective
      Date** :
      the
      meaning specified in **Section
      2.07(b)** .




**Eligible
      Station** :
      a
      Station owned and operated by a Borrower, the assets of which are subject to
      either (a) a perfected first priority security interest in favor of Collateral
      Agent for the benefit of Lenders (exclusive, however, of Permitted Liens other
      than Liens described in **Section
      7.02(c)** ),
      or (b)
      a perfected second priority security interest in favor of Collateral Agent
      (exclusive, however, of Permitted Liens other than Liens described in **Section
      7.02(c)** ),
      and
      the holder of the first priority security interest in such assets has executed
      and delivered to Agents an intercreditor agreement in form and substance
      acceptable to Agents including provisions which, inter  alia ,
      establish a maximum amount of Indebtedness secured by such prior security
      interest (" **Maximum
      First Priority Indebtedness** ")
      and
      grant to Lenders a right to cure or acquire such Indebtedness, at Lenders'
      option, in the event of a declared default in respect to such
      Indebtedness.




**Eligible
      Transferee:** (a) a commercial bank organized under the laws of the United States, or any
      state thereof, (b) a commercial bank organized under the laws of any other
      country which is a member of the Organization for Economic Cooperation and
      Development or a political subdivision of any such country, provided that such
      bank is acting through a branch or agency located in the United States, or
      (c) a finance company, insurance company, or other financial institution or
      fund that is engaged in making, purchasing, or otherwise investing in commercial
      loans in the ordinary course of its business.




**EMHC** :
      the
      meaning specified in the **Preamble** .




**Environmental
      Laws** :
      any and
      all present and future Federal, state and local laws, rules or regulations,
      and
      any orders or decrees, in each case as now or hereafter in effect, relating
      to
      the regulation or protection of human health, safety or the environment or
      to
      emissions, discharges, releases or threatened releases of pollutants,
      contaminants, chemicals or toxic or hazardous substances or wastes into the
      indoor or outdoor environment, including, without limitation, ambient air,
      soil,
      surface water, ground water, wetlands, land or subsurface strata, or otherwise
      relating to the manufacture, processing, distribution, use, treatment, storage,
      disposal, transport or handling of pollutants, contaminants, chemicals or toxic
      or hazardous substances or wastes.




**Environmental
      Questionnaire** :
      the
      meaning specified in **Section
      4.20(g)** .




**Environmental
      Site Assessment** :
      the
      meaning specified in **Section
      4.20(8)** .




**ERISA** :
      the
      Employee Retirement Income Security Act of 1974, as amended.




**Equity
      Holders** :
      the
      holders of Equity Securities issued by a Person.




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          8
          -




**Equity
      Securities** :
      with
      respect to any Person that is a corporation, the authorized shares of such
      Person's capital stock, including all classes of common, preferred, voting
      and
      nonvoting capital stock, and, as to any Person that is not a corporation or
      an
      individual, the equity or the ownership interests in such Person in whatever
      form they take, including, without limitation, membership interests, limited
      partnership interests, general partnership interests, limited liability
      partnership interests, trust certificates and any other right to share in
      profits and losses, the right to receive distributions of cash and property,
      and
      the right to receive allocations of items of income, gain, loss, deduction
      and
      credit and similar items from such Person, whether or not such interests include
      voting or similar rights entitling the holder thereof to exercise control over
      such Person. Such Equity Securities shall include all rights and interests
      associated therewith and any warrants, options and other rights to acquire
      additional interests which accompany or are part of such Equity
      Securities.




**Event
      of Default** :
      the
      meaning specified in **Article
      VIII** .




**FAA** :
      the
      Federal Aviation Administration or any other federal government agency which
      may
      hereafter perform its functions.




**FCC** :
      the
      Federal Communications Commission or any other successor federal governmental
      agency which may hereafter perform its functions.




**FCC
      Rules** :
      the
      meaning specified in **Section
      4.08** .




**Federal
      Funds Rate** :
      for any
      period, a fluctuating interest rate per annum (based on a 360 day year) equal
      for each day during such period to the weighted average of the rates of interest
      charged on overnight Federal funds transactions with member banks of the Federal
      Reserve System arranged by Federal funds brokers on such day, as published
      for
      any day which is a Business Day by the Federal Reserve Bank of New York (or,
      in
      the absence of such publication, as reasonably determined by Collateral
      Agent).




**Fee
      Letter** :
      collectively, (i) that certain fee letter of even date herewith, between
      Borrowers and Administrative Agent, and (ii) that certain fee letter dated
      as of
      November 9, 2007 between Borrowers and Administrative Agent, each as amended
      from time to time in accordance with the terms thereof.




**Final
      Order** :
      written
      action or order issued by the FCC setting forth the consent of the FCC (a)
      which
      has not been reversed, stayed, enjoined, set aside, annulled or suspended,
      and
      (b) with respect to which (i) no requests have been filed for administrative
      or
      judicial review, consideration, appeal or stay, and the normal time for filing
      any such requests and for the FCC to set aside the action on its own motion
      (whether upon reconsideration or otherwise) has expired, or (ii) in the event
      of
      review, reconsideration or appeal, the time for further review, reconsideration
      or appeal has expired.




**Fiscal
      Quarters** :
      the
      three-month periods ending each March 31, June 30, September 30 and December
      31.




**Fiscal
      Year** :
      the
      year ending December 31.




**Fort
      Smith 46** :
      the
      meaning specified in the **Preamble** .




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          9
          -




**FPIII,
      and FPIV** :
      the
      respective meanings specified in the **Preamble** .




**GAAP** :
      generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board or such other entity as may be approved by a
      significant segment of the accounting profession, as in effect from time to
      time, applied on a basis consistent with (a) the application of the same in
      prior fiscal periods, (b) that employed by the Accountants in preparing the
      financial statements referred to in **Section
      6.05(a)** and (c)
      the accounting principles generally utilized in the television broadcasting
      and
      other communications and broadcasting industries. In the event that any
      accounting change of the Financial Accounting Standards Board shall be
      promulgated resulting in a change in the method of calculation of financial
      covenants, financial standards or other terms in this Agreement, then Borrowers
      and Agents agree to enter into negotiations in order to amend such provisions
      of
      this Agreement so as to equitably reflect such accounting changes to the effect
      that the criteria for evaluating Borrowers' financial condition shall be the
      same after such accounting changes as if such accounting changes had not been
      made. Until such time as such an amendment shall have been executed and
      delivered by Borrowers, Agents and the Required Lenders, all financial
      covenants, financial standards and other terms in this Agreement shall continue
      to be calculated or construed as if such accounting changes had not
      occurred.




**Governmental
      Authority** :
      any
      nation or government, any state or other political subdivision thereof and
      any
      entity exercising any executive, legislative, judicial, regulatory or
      administrative functions of, or pertaining to, government.




**Guarantee** :
      with
      respect to a specified Person:




(a)  any
      guarantee by such Person of the payment or performance of, or any contingent
      obligation by such Person in respect of, any Indebtedness or other obligation
      of
      any primary obligor;




(b)  any
      other
      agreement, promise or undertaking of such Person on the basis of which credit
      is
      extended to a primary obligor (including any binding "comfort letter", "makewell
      agreement" or "keepwell agreement" written by such Person) to (i) pay the
      Indebtedness of such primary obligor, (ii) purchase an obligation owed by such
      primary obligor, (iii) indemnify or hold harmless such primary obligor for
      or
      (iv) pay for the purchase or lease of assets or services regardless of the
      actual delivery thereof or (v) maintain the capital, working capital, solvency
      or general financial condition of such primary obligor;




(c)  any
      liability of such Person with respect to the tax liability of others as a member
      of a group (other than a group consisting solely of the Borrowers) that is
      consolidated for tax purposes; and




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          10
          -




(d)  any
      reimbursement obligations, whether contingent or matured, of such Person with
      respect to letters of credit, bankers acceptances, surety bonds and other
      financial guarantees,




in
      each
      case whether or not any of the foregoing are reflected on the balance sheet
      of
      such Person or in a footnote thereto, provided , however ,
      that
      the term "Guarantee" shall not include endorsements for collection or deposit
      in
      the ordinary course of business. The amount of any Guarantee and the amount
      of
      Indebtedness resulting from such Guarantee shall be the maximum amount that
      the
      guarantor may become obligated to pay in respect of the obligations (whether
      or
      not such obligations are outstanding at the time of computation).




**Hazardous
      Materials** :
      (a) any
      petroleum or petroleum products, flammable materials, explosives, radioactive
      materials, asbestos, urea formaldehyde foam insulation, and transformers or
      other equipment that contain polychlorinated biphenyls (" **PCB's** "),
      (b) any chemicals or other materials or substances that are now or
      hereafter become defined as or included in the definition of "hazardous
      substances", "hazardous wastes", "hazardous materials", "extremely hazardous
      wastes", "restricted hazardous wastes", "toxic substances", "toxic pollutants",
      "contaminants", "pollutants" or words of similar import under any Environmental
      Law and (c) any other chemical or other material or substance, exposure to
      which
      is now or hereafter prohibited, limited or regulated under any Environmental
      Law.




**Inactive
      Subsidiaries** :
      Subsidiaries of Borrowers which do not own or hold any assets and which do
      not
      own or operate any business.




**Indebtedness
      or indebtedness** :
      with
      respect to a specified Person as of any date, all liabilities, obligations
      and
      reserves, contingent or otherwise, which, in accordance with GAAP, are required
      to be classified as liabilities on a balance sheet of such Person as of the
      date
      as of which Indebtedness is to be determined (except items of capital stock,
      capital or paid-in surplus or retained earnings and excluding trade accounts
      payable and accrued expenses arising in the ordinary course of business and
      payable in accordance with customary practices for businesses comparable to
      such
      Person's business), but in any event including (without duplication) (a) all
      obligations of such Person for borrowed money (whether recourse or non-recourse)
      or with respect to deposits or advances of any kind, including, without
      limitation, principal, interest, fees and premiums; (b) indebtedness of such
      Person evidenced by notes, debentures, bonds or similar instruments; (c) all
      Capital Lease Obligations of such Person; (d) all liabilities of others secured
      by any Lien (whether existing or contingent) on property owned or acquired
      by
      such Person, whether or not the liability secured thereby shall have been
      assumed; (e) all obligations of such Person issued or assumed as the deferred
      purchase price of assets, services or securities, including related
      noncompetition, consulting and stock repurchase obligations; (f) all obligations
      of such Person in respect of mandatory redemption or cash dividend rights on
      Equity Securities; (g) all reimbursement obligations, whether contingent or
      matured, of such Person with respect to letters of credit, bankers acceptances,
      surety bonds, and other financial guarantees (without duplication of other
      Indebtedness supported or guaranteed thereby); and (h) all Guarantees in respect
      of Indebtedness of others. The Indebtedness of any Person shall include any
      Indebtedness of any partnership in which such Person is a general
      partner.




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          11
          -




**Indemnified
      Liabilities** :
      the
      meaning specified in **Section
      13.14** .




**Indemnified
      Parties** :
      the
      meaning specified in **Section
      13.14** .




**Insurance
      Proceeds** :
      with
      respect to any Casualty Event, any proceeds of insurance, condemnation award
      or
      other compensation in respect thereof.




**Intellectual
      Property** :
      collectively, all rights; priorities and privileges relating to intellectual
      property, whether arising under United States, multinational or foreign laws
      or
      otherwise, including copyrights, copyright licenses, patents, patent licenses,
      trademarks, trademark licenses, patent applications, trade names, trademark
      registration applications, copyright registration applications, technology,
      know-how, processes, and other proprietary rights, and all rights to sue at
      law
      or in equity for any infringement or other impairment thereof, including the
      right to receive all proceeds and damages therefrom.




**Interest
      Expense** :
      for any
      period, the aggregate amount of interest accrued by the Borrowers (whether
      or
      not paid) in respect of Indebtedness for borrowed money and Capital Leases,
      including, without limitation, fees payable to any Lender pursuant to this
      Agreement or the Fee Letter, but excluding deferred finance charges and interest
      not paid and not required to be paid in respect to Subordinated
      Debt.




**Interest Period** :
      with
      respect to each LIBOR Loan:




(a)  initially,
      the period commencing on the Closing Date or Conversion date, as the case may
      be, with respect to such LIBOR Loan and ending one (1), three (3) or six (6)
      months thereafter, as selected by the Borrowers in the Loan Request or Notice
      of
      Conversion or Continuation given with respect thereto; and




(b)  thereafter,
      each period commencing on the last day of the immediately preceding Interest
      Period applicable to such LIBOR Loan and ending one (1), **** three
      (3)
      or six (6) months thereafter, as selected by the Borrowers by irrevocable notice
      to Billing Agent not less than three (3) Business Days prior to the last day
      of
      the then current Interest Period with respect thereto;




provided , however ,
      that
      the foregoing provisions are subject to the following:




(i)  if
      any
      Interest Period pertaining to a LIBOR Loan would otherwise end on a day that
      is
      not a Business Day, such Interest Period shall be extended to the next
      succeeding Business Day unless the result of such extension would be to carry
      such Interest Period into another calendar month in which event such Interest
      Period shall end on the immediately preceding Business Day;




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          12
          -




(ii)  if
      the
      Borrowers shall fail to give notice as provided above, the Borrowers shall
      be
      deemed to have selected a LIBOR Loan with a one-month Interest Period to replace
      the affected LIBOR Loan;




(iii)  any
      Interest Period pertaining to a LIBOR Loan that begins on the last Business
      Day
      of a calendar month (or on a day for which there is no numerically corresponding
      day in the calendar month at the end of such Interest Period) shall end on
      the
      last Business Day of the relevant calendar month;




(iv)  no
      Interest Period shall extend beyond the Maturity Date and no Interest Period
      shall extend beyond any principal amortization payment date unless the portion
      of such Loans consisting of Base Rate Loans together with the portion of such
      Loans consisting of LIBOR Loans with Interest Periods expiring prior to or
      concurrently with the date such principal amortization payment date is due,
      is
      at least equal to the amount of such principal amortization payment due on
      such
      date; and




(v)  no
      more
      than four (4) LIBOR Loans may be in effect at any time. For purposes hereof,
      LIBOR Loans with different Interest Periods shall be considered as separate
      LIBOR Loans, even if they shall begin on the same date and have the same
      duration, although borrowings, extensions and Conversions may, in accordance
      with the provisions hereof, be combined at the end of existing Interest Periods
      to constitute a new LIBOR Loan with a single Interest Period.




If
      an
      Interest Period is extended or shortened by the application of the provisions
      in
      clause (i) of this definition, the next succeeding Interest Period shall
      (without prejudice to the application of such provisions) end on a day on which
      it would have ended if the preceding Interest Period had not been so extended
      or
      shortened.




**Issuing
      Lender** :
      WFF or
      any other Lender that, at the request of a Borrower and with the consent of
      Collateral Agent agrees, in such Lender's sole discretion, to become an Issuing
      Lender for the purpose of issuing L/Cs or L/C Undertakings pursuant to **Section
      2.01(b)** .




**Joinder
      Agreement** :
      an
      agreement in the form of **Exhibit
      C** attached
      hereto pursuant to which a Subsidiary of a Borrower, in connection with a
      Permitted Acquisition, becomes a Borrower hereunder for all purposes as of
      the
      date of such Permitted Acquisition.




**L/C** :
      the
      meaning specified in **Section
      2.01(b)** .




**L/C
      Disbursement** :
      a
      payment made by the Issuing Lender pursuant to a Letter of Credit.




**L/C
      Undertaking** :
      the
      meaning specified in **Section
      2.01(b)** .




**Leases** :
      the
      meaning specified in **Section
      4.09(b)** .




**Lenders** :
      the
      meaning specified in the **Preamble** .




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          13
          -




**Letter
      of Credit** :
      an L/C
      or an L/C Undertaking, as the context requires.




**Letter
      of Credit Usage** :
      as of
      any date of determination, the aggregate undrawn amount of all outstanding
      Letters of Credit *plus* 100%
      of
      the amount of outstanding time drafts accepted by an Underlying Issuer as a
      result of drawings under Underlying Letters of Credit.




**LIBOR** :
      the
      greater of (i) four and one-half percent (4.50%) per annum, and
      (ii) the per annum rate of interest determined on the basis of the offered
      rate for deposits in Dollars in an amount substantially equal to the amount
      of
      the applicable LIBOR Loan for a period equal to the applicable Interest Period
      which appears on the "Telerate Page 3750" at approximately 11:00 a.m.
      (London time) two (2) Business Days prior to the first day of the applicable
      Interest Period (rounded upward, if necessary, to the nearest one-hundredth
      of
      one percent (1/100%)). If, for any reason, such rate does not appear on "Telerate
      Page 3750 ",
      or
      shall cease to be available from the Bloomberg Financial Markets Commodities
      News, then "LIBOR" shall be determined by the Billing Agent from such financial
      reporting service or other information as shall be reasonably designated by
      the
      Billing Agent, to be the arithmetic average (rounded upward, if necessary,
      to
      the nearest one-hundredth of one percent (1/100%)) of the interest rate per
      annum representing the British Banker's Association average of interbank offered
      rates for dollar deposits in Dollars in the London Interbank Market
      approximately 11:00 a.m. (London time) two (2) Business Days prior to the
      first day of the applicable Interest Period for a period equal to such Interest
      Period and in an amount substantially equal to the amount of the applicable
      LIBOR Loan. "Telerate Page 3750" means the display on Page 3750 of the Bloomberg
      Financial Commodities News (or such other page as may replace that page on
      that
      service for the purpose of displaying London interbank offered rates of major
      banks for U.S. dollar deposits).




**LIBOR
      Loan** :
      a Loan,
      or portion thereof, during any period in which it bears interest at a rate
      based
      upon the LIBOR Rate.




**LIBOR
      Rate** :
      a rate
      per annum determined for such month in accordance with the following formula
      (rounded upward to the nearest 1/100th of 1%):


LIBOR1.00
                  - LIBOR Reserve Requirements




**LIBOR
      Reserve Requirements** :
      for any
      month, the aggregate (without duplication) of the maximum rates (expressed
      as a
      decimal fraction) of applicable reserve requirements in effect on the first
      day
      of such month (including, without limitation, basic, supplemental, marginal
      and
      emergency reserves) under any regulations of the Board of Governors of the
      Federal Reserve System or other Governmental Authority having jurisdiction
      with
      eurocurrency funding (currently referred to as " **Eurocurrency
      Liabilities** "
      in
      Regulation D of such Board as the same is from time to time in effect, and
      all
      official rulings and interpretations thereunder or thereof and any successor
      regulation thereto) maintained by a member bank of such Federal Reserve
      System.




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          14
          -




**License** :
      a
      license, authorization, permit, franchise or registration granted by the FCC
      or
      any other Governmental Authority necessary or required for the construction,
      ownership or operation of any Station, together with any extensions or renewals
      thereof. The term "License" shall include each of the Licenses set forth on **Schedule
      4.07** .




**Lien** :
      any
      mortgage, security interest, restriction (other than FCC restrictions on the
      transfer of Equity Securities or Licenses), hypothecation, prior claim, charge,
      lien, encumbrance of any kind, or priority, including without limitation, liens
      and encumbrances in respect of unpaid taxes.




**Lien
      Searches** :
      the
      meaning specified in **Section
      3.01** .




**LMA** :
      a local
      marketing agreement, program service agreement or time brokerage agreement
      between a broadcaster and a television station licensee or radio station
      licensee pursuant to which the broadcaster provides programming to, and retains
      the advertising revenues of, such station in exchange for fees paid to the
      licensee.




**Loan
      Documents** :
      this
      Agreement, the Notes, the Fee Letter, the Security Documents and all other
      agreements, instruments and certificates contemplated hereby and
      thereby.




**Loan
      Request** :
      the
      meaning specified in **Section
      2.03** .




**Loan(s)** :
      Revolving Credit Loans and Term Loans.




**Logan
      12** :
      the
      meaning specified in the **Recitals** .




**Make
      Whole Amount** : 
      means, at any time, the excess of, if greater than zero, (i) the present value
      at such time of (a) all interest payments or accrued interest on the principal
      amount of the Loans repaid, prepaid, reduced or terminated or deemed repaid,
      prepaid, reduced or terminated through the Maturity Date plus (b) the
      principal amount of such Loans repaid,
      prepaid, reduced or terminated or deemed repaid, prepaid, reduced or
      terminated , in
      each
      case, computed using a discount rate equal to the Treasury Rate plus fifty
      (50) basis points over (ii) the
      principal amount of such Loans
      repaid, prepaid, reduced or terminated or deemed repaid, prepaid, reduced or
      terminated at the Maturity Date. For purposes of this calculation: (A) such
      interest payment or accrued interest shall be projected based on the then
      current one month LIBOR Rate from the date of prepayment or repayment through
      the Maturity Date, and (B) in cases of a reduction or termination of Revolving
      Credit Commitments, such interest payments or accrued interest shall be
      projected assuming that the outstanding principal amount of the Revolving Credit
      Loans is equal to the principal amount of the Revolving Credit Commitment so
      permanently reduced or terminated.




**Manager** :
      Royal
      Palm Capital Management, LLLP, a Delaware limited liability limited partnership,
      together with its permitted successors and/or assigns.




**Management
      Agreement** :
      that
      certain Management Services Agreement dated March 30, 2007, between EMHC and
      Manager, as amended by that First Amendment to Management Services Agreement
      of
      even date herewith, as may be further amended from time to time.




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          15
          -




**Margin
      Stock** :
      the
      meaning specified in **Section
      4.13** .




**Material
      Adverse Effect** :
      the
      occurrence of any event or circumstance which, individually or in the aggregate
      with other such circumstances, (a) has had, or could reasonably be expected
      to
      have, an adverse effect on the validity or enforceability of this Agreement
      or
      any of the other Loan Documents in any material respect, (b) has had, or could
      reasonably be expected to have, an adverse effect on the condition (financial
      or
      otherwise), business, results of operations, assets, income or properties of
      a
      Borrower, in any material respect, including an adverse effect on the value
      of
      Collateral, or (c) has impaired or could reasonably be expected to impair in
      any
      material respect, the ability of a Borrower to fulfill its obligations under
      this Agreement or any other Loan Document to which such Borrower is a
      party.




**Material
      Agreement(s)** :
      means,
      individually or collectively, those certain agreements, contracts, or other
      documents listed on **Schedule
      4.16** attached
      hereto and made a part hereof, as may be amended or updated from time to
      time.




**Maturity
      Date** :
      the
      third anniversary of the Closing Date, or such earlier date as the Obligations
      shall be declared to be due and payable in full by reason of the occurrence
      of
      an Event of Default.




**Maximum
      First Priority Indebtedness** :
      the
      meaning specified in the definition of " **Eligible
      Station** ".




**Monthly
      Payment Date** :
      the
      first day of each month.




**Net
      Cash Proceeds** :
      with
      respect to any Disposition, the aggregate amount of all cash payments received
      by a Borrower, directly or indirectly, in connection with such Disposition,
      whether at the time thereof or after the consummation of such Disposition under
      deferred payment arrangements or investments entered into or received in
      connection with such Disposition, *minus* the
      aggregate amount of all reasonable and customary legal, accounting, regulatory,
      title and recording tax expenses, transfer taxes, amount paid to discharge
      liens, commissions and other fees and expenses paid at any time by a Borrower
      in
      connection with such Disposition, and *minus* any
      taxes payable or due in connection with such Disposition or cash reserves
      established therefor in connection with such Disposition. Net Cash Proceeds
      shall not include, however, any exchange credit received in a tax deferred
      exchange of property.




**Net
      Income** :
      for any
      period, the net income (or loss) of a Person or Station (as applicable) after
      deducting all operating expenses, provisions for all taxes and reserves
      (including reserves for deferred income taxes) and all other proper deductions
      but excluding all income and expenses arising from any Trades, all determined
      in
      accordance with GAAP; provided , however ,
      that
      all Corporate Overhead payments, management fees and non-compete payments shall
      be deducted as operating expenses for the purposes of calculating Net
      Income.




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          16
          -




**Notes** :
      the
      Revolving Credit Notes and the Term Notes.




**Notice
      of Conversion or Continuation** :
      a
      notice in the form of **Schedule
      2.02** hereto.




**Obligations** :
      the
      unpaid principal of and interest on (including interest accruing after the
      maturity of the Loans and interest accruing after the filing of any petition
      in
      bankruptcy, or the commencement of any insolvency, reorganization or like
      proceeding, relating to a Borrower, whether or not a claim for post-filing
      or
      post-petition interest is allowed in such proceeding) the Loans and all other
      indebtedness, obligations and liabilities of Borrowers and each of them to
      Administrative Agent, to Collateral Agent or to any Lender, whether direct
      or
      indirect, absolute or contingent, due or to become due, now existing or
      hereafter incurred, which may arise under, out of, or in connection with, this
      Agreement, any other Loan Document or any other document now or hereafter made,
      delivered or given in connection herewith or therewith, including, without
      limitation, any and all principal, interest, reimbursement obligations, fees,
      indemnities, costs and expenses (including all fees, charges and disbursements
      of counsel to Administrative Agent, to Collateral Agent or to any Lender that
      are required to be paid by any Borrower pursuant hereto).




**Opening
      Balance Sheet** :
      the *pro*  *forma* consolidated opening balance sheet for the Borrowers as of the Closing Date,
      after giving effect to the transactions contemplated hereby.




**Option
      Agreement** :
      the
      meaning specified in **Section
      3.01(b)(xiii)** .




**Organizational
      Documents** :
      with
      respect to a corporation, the certificate or articles of incorporation and
      by-laws of such corporation; with respect to a partnership, the certificate
      of
      partnership (or limited partnership, as applicable) and partnership agreement,
      together with the analogous documents for any corporate or partnership general
      partner; with respect to a limited liability company, the certificate of
      formation or articles of organization and operating agreement; and in any case,
      any other document governing the formation and conduct of business by such
      Person.




**Original
      Borrowers** :
      the
      meaning specified in the **Recitals** .




**Original
      Credit Agreement** :
      the
      meaning specified in the **Recitals** .




**Original
      Loans** :
      the
      meaning specified in the **Recitals** .




**Participant** :
      the
      meaning specified in **Section
      2.12** .




**Patriot
      Act** :
      means
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism (USA Patriot Act of 2001), as
      amended.




**PBI** :
      the
      meaning specified in the **Preamble** .




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          17
          -




**Permitted
      Acquisition** :
      an
      Acquisition of a television broadcast property or station which is permitted
      to
      be made pursuant to **Section
      7.04(b)** .




**Permitted
      Dispositions** :
      the
      meaning specified in **Section
      7.03** .




**Permitted
      Investments** :
      (a)
      investments in property to be used by a Person in the ordinary course of
      business; (b) current assets arising from the sale of goods and services in
      the
      ordinary course of business; (c) investments (of one year or less) in direct
      or
      guaranteed obligations of the United States, or any agency thereof, (d)
      investments (of 90 days or less) in certificates of deposit of any domestic
      commercial bank having capital, surplus and undivided profits in excess of
      $10,000,000, membership in the Federal Deposit Insurance Corporation
      (" **FDIC** ")
      and
      senior debt rated carrying the highest rating of Standard & Poor's Ratings
      Service, A Division of McGraw Hill, Inc., or Moody's Investors Service, Inc.
      (an
      " **Approved
      Institution** ");
      (e)
      investments (of 90 days or less) in commercial paper given one the highest
      rating by Standard and Poor's Ratings Service, A Division of McGraw Hill, Inc.,
      or by Moody's Investors Service, Inc.; (f) investments redeemable at any time
      without penalty in money market instruments placed through an Approved
      Institution; (g) other investments or short-term loans (including advances
      to
      employees in the ordinary course of business for the payment of bona  fide ,
      properly documented, business expenses to be incurred on behalf of the
      Borrowers), in an aggregate amount not to exceed $50,000 outstanding at any
      one
      time; and (h) investments in existing Subsidiaries and other business entities
      described in **Schedules 4.10** and **4.19** ,
      and
      investments in Subsidiaries in connection with Permitted Acquisitions if all
      of
      the conditions set forth in **Section
      7.04(b)** are
      satisfied. Notwithstanding the foregoing, Permitted Investments shall not
      include Margin Stock to the extent such investment would cause or result in
      a
      violation of any law or regulation (including, without limitation, Regulations
      U
      or T of the Federal Reserve Board).




**Permitted
      Liens** :
      the
      meaning specified in **Section
      7.02** .




**Person
      or person** :
      any
      individual, corporation, partnership, limited liability company, joint venture,
      trust, business unit, unincorporated organization, or other organization,
      whether or not a legal entity, or any government or any agency or political
      subdivision thereof.




**Pre-Approved
      Station Sales** :
      any
      Disposition by a Borrower of one or more Stations in exchange for consideration
      resulting in Net Cash Proceeds from such Disposition payable to Borrower in
      an
      amount equal to or exceeding the Sale Amount for each such Station as set forth
      on attached Schedule
      1.01 ,
      as
      amended from time to time pursuant to **Section
      2.18** , provided , however ,
      that
      Required Lenders shall have the right to approve the sale price for a Station
      if, prior to the Borrower's execution of a bona fide letter of intent or similar
      instrument with respect to such Stations with an unrelated third party,
      Administrative Agent has requested in writing an adjustment of the Sale Amount
      for the Station being sold and the process for determining the Adjusted Sale
      Amount pursuant to **Section
      2.18(a)** and **(c)** has not
      been completed.




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          18
          -




**Prime
      Rate** :
      as of
      any date, the rate of interest announced within Wells Fargo at its principal
      office in San Francisco as its "prime rate", with the understanding that the
      "prime rate" is one of Wells Fargo's base rates (not necessarily the lowest
      of
      such rates) and serves as the basis upon which effective rates of interest
      are
      calculated for those loans making reference thereto and is evidenced by the
      recording thereof after its announcement in such internal publication or
      publications as Wells Fargo may designate.




**Programming** :
      all
      programming and film rights and all rights to broadcast television programming
      of any kind, whether held under license, lease, agreement, contract or otherwise
      for use by a Person in connection with any of the Stations, including, without
      limitation, all rights for programming of movies, television series productions,
      children's programming, sports productions, news coverage and other television
      viewing products, and the rights to all video tapes, films and other materials
      now or hereafter constituting or embodying such programming.




**Programming
      Payments** :
      for any
      period, all cash payments required to be made by a Person in respect of
      Programming pursuant to Programming agreements.




**Projections** :
      the
      meaning specified in **Section
      4.17** .




**Properties** :
      the
      meaning specified in **Section
      4.20(a)** .




**Pro
      Rata; Pro Rata Share and Ratable** :
      (i) the respective meanings specified in **Section 2.13** with
      respect to the matters described therein, (ii) with respect to matters deemed
      to
      relate solely to Revolving Credit Lenders by the specific terms hereof, the
      percentage obtained by dividing a Revolving Credit Lender's Revolving Credit
      Commitment by the Aggregate Revolving Credit Commitments; provided,  however ,
      that if
      the Revolving Credit Commitments have been terminated or the Obligations have
      been accelerated, Pro Rata Share shall be the percentage obtained by dividing
      the unpaid principal amount of such Revolving Credit Lender's Revolving Credit
      Loans by the unpaid principal balance of all Revolving Credit Loans;
      (iii) with respect to matters relating solely to Term Loan A Lenders, the
      percentage obtained by dividing the unpaid principal amount of such Term Loan
      A
      Lender's Term Loans by the unpaid principal balance of all Term Loans A; (iv)
      with respect to matters relating solely to Term Loan B Lenders, the percentage
      obtained by dividing the unpaid principal amount of such Term Loan B Lender's
      Term Loans by the unpaid principal balance of all Term Loans B; (v) with respect
      to matters relating solely to Term Loan Lenders, the percentage obtained by
      dividing the unpaid principal amount of such Term Loan Lender's Term Loans
      by
      the unpaid principal balance of all Term Loans; and (vi) with respect to all
      other matters as to a particular Lender (including the indemnification
      obligations arising under **Section 10.05** ),
      the
      percentage obtained by dividing (A) such Lender's Revolving Credit
      Commitment *plus* the
      unpaid principal amount of such Lender's Term Loan, by (B) the Aggregate
      Revolving Credit Commitments of all Lenders *plus* the
      aggregate unpaid principal balance of all Term Loans; provided , however ,
      that in
      the event the Revolving Credit Commitments have been terminated or the
      Obligations have been accelerated, Pro Rata Share shall be the percentage
      obtained by dividing (A) the principal amount of such Lenders' Revolving Credit
      Loans *plus* the
      unpaid principal amount of such Lenders' Term Loans, by (B) the principal
      amount of all outstanding Revolving Credit Loans *plus* the
      aggregate unpaid principal balance of all Term Loans.




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          19
          -




**Quarterly
      Dates** :
      the
      last day of March, June, September and December in each year.




**Quarterly
      Payment Dates** :
      the
      first day of each January, April, July and October.




**Recovering
      Party** :
      the
      meaning specified in **Section
      2.13(b)** .




**Recovery** :
      the
      meaning specified in **Section
      2.13(b)** .




**Reduced
      Interest Rate** :
      with
      respect to LIBOR Loans, the applicable LIBOR Rate plus seven
      and three-quarters percent (7.75%), and with respect to Base Rate Loans, a
      per
      annum interest rate calculated from time to time as being (i) the greatest
      of (A) the Prime Rate, (B) the Federal Funds Rate in effect on such
      day plus fifty (50) basis points (0.50%), and (C) seven and one-half percent
      (7.50%) per annum *plus* (ii) six
      and three-quarters percent (6.75%)




**Regulation
      D** :
      Regulation D of the Board of Governors of the Federal Reserve System, as the
      same may be amended or supplemented from time to time.




**Regulatory
      Change** :
      with
      respect to any Lender, any change after the date of this Agreement in any law,
      rule or regulation (including without limitation Regulation D) of the United
      States, any state or any other nation or political subdivision thereof,
      including without limitation the issuance of any final regulations or
      guidelines, or the adoption or making after the date of this Agreement of any
      interpretation, directive or request, applying to a class of banks or financial
      institutions in which such Lender is included under any such law, rule or
      regulation (whether or not having the force of law and whether or not failure
      to
      comply therewith would be unlawful) by any court or governmental or monetary
      authority charged with the interpretation thereof.




**Related
      Lender Party** :
      with
      respect to any Lender, such Lender's parent company and/or any Affiliate of
      such
      Lender which is at least fifty percent (50%) owned by such Lender or its parent
      company or, in the case of any Lender which is a fund or account investing
      in
      bank loans, any other fund that invests in bank loans and is managed by the
      same
      investment advisor or investment manager of such Lender or by an Affiliate
      of
      such investment advisor or investment manager.




**Remedial
      Work** :
      all
      activities, including, without limitation, cleanup design and implementation,
      removal activities, investigation, field and laboratory testing and analysis,
      monitoring and other remedial and response actions, taken or to be taken in
      connection with, or arising out of, Hazardous Materials, including without
      limitation all activities included within the meaning of the terms "removal,"
      "remedial action" or "response," as defined in 42 U.S.C. Section 9601(23),
      (24)
      and (25).




**Replacement
      Lender** :
      the
      meaning specified in Article XI, Section (c).




**Replacement
      Notice** :
      the
      meaning specified in Article XI, Section (c).




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          20
          -




**Required
      Lenders** :
      at any
      time, (a) Lenders (who are not Defaulting Lenders) holding in the aggregate
      at
      least two-thirds (2/3) of the sum of (i) the aggregate outstanding principal
      balance of the Revolving Credit Loans and (ii) the aggregate amount of the
      unutilized Revolving Credit Commitments, if any, excluding from such
      calculations, however, the Revolving Credit Loans and Revolving Credit
      Commitments held by the Defaulting Lenders, and (b) Lenders (who are not
      Defaulting Lenders) holding in the aggregate at least two-thirds (2/3) of the
      aggregate outstanding principal balance of the Term Loans A, excluding from
      such
      calculation any Loans held by the Defaulting Lenders, and (c) Lenders (who
      are
      not Defaulting Lenders) holding in the aggregate at least two-thirds (2/3)
      of
      the aggregate outstanding principal balance of the Term Loans B, excluding
      from
      such calculation any Loans held by the Defaulting Lenders.




**Required
      Payment** :
      the
      meaning specified in **Section
      2.14** .




**Reserve** :
      the
      funds held in that certain depository account at Merrill Lynch, Pierce, Fenner
      & Smith Incorporated (Account #68v-02164), or any successor or replacement
      account, which is subject to the Control Agreement and was established pursuant
      to that certain letter agreement among the parties dated as of August 20, 2007,
      as amended.




**Restoration
      Period** :
      with
      respect to any Casualty Event, one hundred eighty (180) days following receipt
      by a Borrower of Insurance Proceeds paid in connection therewith, and with
      respect to any Disposition or condemnation proceeding one hundred eighty (180)
      days following receipt by a Borrower of, respectively, Net Cash Proceeds or
      condemnation proceeds.




**Restricted
      Payment** :
      any
      distribution or payment of cash or property (other than so-called "payments
      in
      kind" or "PIK"), or both, directly or indirectly (a) in respect of Subordinated
      Debt or (b) to any Equity Holder or other Affiliate of a Borrower for any reason
      whatsoever, including without limitation, salaries, debt repayment, consulting
      fees, management fees, expense reimbursements and dividends, distributions,
      put,
      call or redemption payments and any other payments in respect of ownership
      interests in such Borrower; provided, however, that Restricted Payments shall
      not include:




(i)  reasonable
      Transaction Costs;




(ii)  reasonable
      salary payments and benefits made to employees;




(iii)  reasonable
      director fees paid to independent members of a Borrower's board of directors,
      not to exceed $250,000 in the aggregate for any Fiscal Year;




(iv)  amounts
      paid to Manager pursuant to the terms of the Management Agreement, not to exceed
      $1,500,000 in the aggregate for any Fiscal Year plus reasonable out-of-pocket
      expenses required to be reimbursed to Manager pursuant to the terms of the
      Management Agreement, provided , however ,
      that
      until such time as the Obligations have been indefeasibly paid in full (except
      to the extent such Obligations are meant to survive the termination of this
      Agreement), the fees due and payable to Manager pursuant to the Management
      Agreement shall accrue and be paid to Manager only in accordance with **Section
      6.12** ;
      and




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          21
          -




(v)  the
      reimbursement of reasonable out-of-pocket travel expenses of members of the
      Borrowers' Board of Directors, not to exceed $50,000 in the aggregate for any
      Fiscal Year.




**Revolving
      Credit Commitment** :
      with
      respect to each Revolving Credit Lender, the commitment of such Revolving Credit
      Lender to make Revolving Credit Loans, as such Revolving Credit Commitment
      (a)
      may be reduced from time to time pursuant to **Section
      2.05** ,
      and (b)
      may be reduced or increased from time to time pursuant to **Article
      XII** .
      The
      initial maximum amount of each Revolving Credit Lender's Revolving Credit
      Commitment is set forth in **Schedule
      2.01** .




**Revolving
      Credit Commitment Period** :
      the
      period from and including the Closing Date up to, but not including, the
      earliest of (a) the Maturity Date and (b) the date of termination of the
      Revolving Credit Commitments.




**Revolving
      Credit Lenders** :
      Lenders
      holding Revolving Credit Notes and Revolving Credit Commitments.




**Revolving
      Credit Loans** :
      the
      meaning specified in **Section
      2.01(a)** .




**Revolving
      Credit Note(s)** :
      the
      meaning specified in **Section
      2.01(a)** .




**River
      City** :
      the
      meaning specified in the **Recitals** .




**Risk
      Participation Liability** :
      means,
      as to each Letter of Credit, all reimbursement obligations of Borrowers to
      the
      Issuing Lender with respect to an L/C Undertaking, consisting of (a) the amount
      available to be drawn or which may become available to be drawn, (b) all amounts
      that have been paid by the Issuing Lender to the Underlying Issuer to the extent
      not reimbursed by Borrowers, whether by the making of an Advance or otherwise,
      and (c) all accrued and unpaid interest, fees, and expenses payable with respect
      thereto.




**Sale
      Amount** :
      means
      the value attributed to each Station as set forth on Schedule
      1.01 attached
      hereto and made a part hereof.




**Second
      A&R Credit Agreement** :
      the
      meaning specified in the **Recitals** .




**Security
      Document(s)** :
      the
      meaning specified in **Section
      2.16(c)** .




**Senior
      Debt** :
      at any
      time, (i) all outstanding Indebtedness of the Borrowers, or any of them, to
      Lenders, or any of them, including, without limitation, Indebtedness incurred
      pursuant to this Agreement, and (ii) all other outstanding funded Indebtedness
      (including, without limitation, Capital Leases) owed by Borrowers and their
      Subsidiaries (on a consolidated basis) other than Subordinated Debt existing
      on
      the Closing Date as consented to by Required Lenders.




-
          22
          -




**Services
      Agreement(s)** :
      Services Agreement dated November 27, 2002, between EBC and River City; and
      Services Agreement dated November 27, 2002, between EBC and Fort Smith 46;
      Services Agreement dated August 15, 2003, between EBC and Logan 12; and Services
      Agreement dated August 15, 2002, between EBC and PBI, and such other Services
      Agreements between EBC and certain of its Subsidiaries as are listed in **Schedule
      4.16** .




**Silver
      Point** :
      Silver
      Point Finance, LLC, a Delaware limited liability company.




**Specified
      Authority** :
      the
      FCC, the FAA and all other Governmental Authorities having jurisdiction over
      any
      Borrowers, any Stations and/or any Licenses.




**SPCP** :
      the
      meaning specified in the **Preamble** .




**SPF** :
      the
      meaning specified in the **Preamble** .




**SPLenders** :
      means,
      collectively, SPCP, SPF, FPIII, and FPIV.




**Station
      or Stations** :
      a
      broadcast television station owned or programmed by a Borrower which consists
      of
      all of the properties and operating rights constituting a complete, fully
      integrated system for transmitting television signals from a transmitter
      licensed by the FCC, together with all associated boosters and translators,
      without payment of any fee by the Persons receiving such signals, including,
      without limitation, each of the Stations described in **Schedule 4.07** hereto.




**Subject
      Lender** :
      the
      meaning specified in Article XI, Section (c).




**Subordinated
      Debt** :
      indebtedness owed by a Borrower or a Subsidiary of a Borrower to a Person other
      than a Lender, which Indebtedness has been subordinated in writing to the prior
      payment in full of all of the Obligations, on terms approved by Agents in
      writing (including, without limitation, satisfactory standstill and bankruptcy
      provisions).




**Subsidiary** :
      any
      corporation, partnership, joint venture, association or other business entity,
      whether now existing or hereafter organized or acquired, (i) in the case of
      a
      corporation, of which more than 50% of the total voting power of the equity
      interests entitled (without regard to the occurrence of any contingency) to
      vote
      in the election of directors, officers or trustees thereof is held by such
      Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint
      venture, association or other business entity, with respect to which such Person
      or any of its Subsidiaries has the power to direct or cause the direction of
      the
      management and policies of such entity by contract or otherwise or if in
      accordance with GAAP such entity is consolidated with such Person for financial
      statement purposes.




**Taxes** :
      the
      meaning specified in **Section
      2.09** .




**Term
      Loan A Commitment** **:** With
      respect to each Term Loan Lender, the commitment of such Term Loan Lender to
      make Term Loans A. The amount of each Term Loan Lender’s Term Loan A Commitments
      is set forth in **Schedule
      2.01** .




**Term
      Loan A Lenders** **:** Lenders
      holding Term Loan A Notes.




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          23
          -




**Term
      Loan A Notes** :
      the
      meaning specified in **Section
      2.01(c)(iii)** .




**Term
      Loan B Lenders** **:** Lenders
      holding Term Loan B Notes.




**Term
      Loan B Commitment** **:** With
      respect to each Term Loan Lender, the commitment of such Term Loan Lender to
      make Term Loans B. The initial amount of each Term Loan Lender’s Term Loan B
      Commitment is set forth in **Schedule
      2.01** .




**Term
      Loan B Notes** :
      the
      meaning specified in **Section
      2.01(c)(iii)** .




**Term
      Loan Commitment** :
      with
      respect to each Term Loan Lender, the commitment of such Term Loan Lender to
      make Term Loans. The initial maximum amount of each Term Loan Lender's Term
      Loan
      Commitment is set forth in **Schedule
      2.01** .




**Term
      Loan Lenders** :
      Lenders
      holding Term Notes.




**Term
      Loans** :
      Term
      Loans A and Term Loans B.




**Term
      Loans A** **:** Loans
      made by Term Loan Lenders to Borrower pursuant to **Section 2.01(c)(i)** .




**Term
      Loans B** **:** Loans
      made by Term Loan Lenders to Borrower pursuant to **Section 2.01(c)(i)** .




**Term
      Notes** :
      the
      meaning specified in **Section
      2.01(c)** .




**Terrorism
      Laws** :
      means
      any of the following (a) Executive Order 13224 issued by the President of the
      United States, (b) the Terrorism Sanctions Regulations (Title 31 Part 595 of
      the
      U.S. Code of Federal Regulations), (c) the Terrorism List Governments Sanctions
      Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations), (d)
      the
      Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of
      the
      U.S. Code of Federal Regulations), (e) the Patriot Act (as it may be
      subsequently codified), (f) all other present and future legal requirements
      of
      any Governmental Authority addressing, relating to, or attempting to eliminate,
      terrorist acts and acts of war and (g) any regulations promulgated pursuant
      thereto or pursuant to any legal requirements of any Governmental Authority
      governing terrorist acts or acts of war.




**Third
      Parties** :
      the
      meaning specified in **Section
      13.02** .




**Total
      Debt** :
      at any
      time, all outstanding Indebtedness of Borrowers, or any of them, in respect
      of
      borrowed money and Capital Leases (exclusive of intercompany items), excluding
      any obligations in respect of non-competition agreements.




**Total
      Debt Service** :
      for any
      period, the aggregate amount of principal, Total Interest Expense, fees and
      other amounts required to be paid during such period in respect of Borrowers'
      Total Debt.




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          24
          -




**Total
      Fixed Charges** :
      for any
      fiscal period, the sum of (a) Total Debt Service for such period, (b) income
      taxes paid by Borrowers during such period, (c) Capital Expenditures of
      Borrowers during such period, (d) Restricted Payments made during such period,
      and (e) to the extent not deducted as expenses in calculating Net Income,
      payments made by Borrowers under non-competition agreements made during such
      period.




**Total
      Interest Expense** :
      for any
      period, Interest Expense which is payable, or currently paid, in
      cash.




**Trades** :
      those
      assets and liabilities of Borrowers which do not represent the right to receive
      payment in cash or the obligation to make payment in cash and which arise
      pursuant to so-called "trade" or "barter" transactions.




**Transaction
      Costs** :
      for any
      period, shall mean and refer to specific nonrecurring out-of-pocket expenses
      (including attorneys' fees, investment banking fees and facility fees, but
      excluding recurring costs such as commitment and agency fees) payable by
      Borrowers to Persons who are not Affiliates of Borrower during such period
      in
      connection with the closing of the transactions under this Agreement, to the
      extent the same are expensed (rather than capitalized).




**Treasury
      Rate** **:** means,
      the yield to maturity at a time of computation of United States Treasury
      securities with a constant maturity (as compiled and published in the most
      recent Federal Reserve Statistical Release H.15 (519) which has become publicly
      available at least two business days prior to the date of the applicable
      repayment or prepayment (or, if such Statistical Release is no longer published,
      any publicly available source similar market data)) most nearly equal to the
      period from the applicable date of such repayment or prepayment to the
      applicable Maturity Date, provided, however, that if the period from the
      applicable repayment or prepayment date to the applicable Maturity Date is
      not
      equal to the constant maturity of a United States Treasury security for which
      a
      weekly average yield is given, the Treasury Rate shall be obtained by linear
      interpolation (calculated to the nearest one-twelfth of a year) from the weekly
      average yields of United States Treasury securities for which such yields are
      given.




**Underlying
      Issuer** :
      a third
      Person which is the beneficiary of an L/C Undertaking and which has issued
      a
      letter of credit at the request of the Issuing Lender for the benefit of one
      or
      more Borrowers.




**Underlying
      Letter of Credit** :
      a
      letter of credit that has been issued by an Underlying Issuer.




**Unused
      Line Fees** :
      the
      meaning specified in **Section
      2.06(b)** .




**Wells
      Fargo** :
      Wells
      Fargo Bank, National Association, a national banking association.




**WFF** :
      the
      meaning specified in the **Preamble** .




**Section
      1.02** **.**  **Accounting
      Terms and Determinations** .
      Unless
      otherwise specified herein, all accounting terms used herein shall be
      interpreted, all accounting determinations hereunder shall be made, and all
      financial statements required to be delivered hereunder shall be prepared in
      accordance with GAAP.




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          25
          -




**Section
      1.03** .  **Computation
      of Time Periods** .
      In this
      Agreement, with respect to the computation of periods of time from a specified
      date to a later specified date, the word "from" means "from and including"
      and
      the words "to" and "until" each mean "to but excluding." Periods of days
      referred to in this Agreement shall be counted in calendar days unless otherwise
      stated.




**Section
      1.04** .  **Construction** .
      Unless
      the context of this Agreement clearly requires otherwise, references to the
      plural include the singular and to the singular include the plural, references
      to any gender include any other gender, the part includes the whole, the term
      "including" is not limiting, and the term "or" has, except where otherwise
      indicated, the inclusive meaning represented by the phrase "and/or." References
      in this Agreement to "determination" by Lenders include good faith estimates
      by
      Lenders (in the case of quantitative determinations), and good faith beliefs
      by
      Lenders (in the case of qualitative determinations). The words "hereof,"
      "herein," "hereby," "hereunder," and similar terms in this Agreement refer
      to
      this Agreement as a whole and not to any particular provision of this Agreement,
      unless otherwise specified. Any reference in this Agreement or any of the Loan
      Documents to this Agreement or any of the Loan Documents includes any and all
      permitted alterations, amendments, changes, extensions, modifications, renewals,
      or supplements thereto or thereof, as applicable.




**Section
      1.05** .  **Exhibits
      and Schedules** .
      All of
      the exhibits and schedules attached hereto shall be deemed incorporated herein
      by reference.




**Section
      1.06** .  **No
      Presumption Against Any Party** .
      Neither
      this Agreement, any of the Loan Documents, any other document, agreement, or
      instrument entered into in connection herewith, nor any uncertainty or ambiguity
      herein or therein shall be construed or resolved using any presumption against
      any party hereto, whether under any rule of construction or otherwise. On the
      contrary, this Agreement, the Loan Documents, and the other documents,
      instruments, and agreements entered into in connection herewith have been
      reviewed by each of the parties and their counsel and shall be construed and
      interpreted according to the ordinary meanings of the words used so as to
      accomplish fairly the purposes and intentions of all parties
      hereto.




**Section
      1.07** .  **Independence
      of Provisions** .
      All
      agreements and covenants hereunder, under the Loan Documents, and the other
      documents, instruments, and agreements entered into in connection herewith
      shall
      be given independent effect such that if a particular action or condition is
      prohibited by the terms of any such agreement or covenant, the fact that such
      action or condition would be permitted within the limitations or another
      agreement or covenant shall not be construed as allowing such action to be
      taken
      or condition to exist.




**II.**  **GENERAL
      TERMS** **.**




**Section
      2.01.**  **Loan
      Facilities** **.**




(a)  **Revolving
      Credit Facilities** .
      (i)
      Subject to the terms and conditions contained in this Agreement, each Revolving
      Credit Lender agrees to make one or more Advances pursuant to this **Section
      2.01(a)** (collectively, the " **Revolving
      Credit Loans** ")
      to
      Borrowers from time to time during the Revolving Credit Commitment Period in
      an
      aggregate principal amount at any time outstanding which does not exceed the
      amount of such Revolving Credit Lender's Revolving Credit Commitment; provided , however ,
      that:




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          26
          -




(1)
      the
      sum of (x) the aggregate unpaid principal amount of all Revolving Credit Loans
      outstanding hereunder, *plus* (y) the
      Letter of Credit Usage shall at no time exceed the Aggregate Revolving Credit
      Commitments then in effect; and




(2)
      the
      sum of (x) the aggregate unpaid principal amount of all Revolving Credit Loans
      outstanding hereunder, *plus* (y) the
      Letter of Credit Usage, *plus* (z) the
      unpaid principal balance of all Term Loans outstanding hereunder, shall at
      no
      time exceed the lesser of (i) forty-five percent (45%) of the Compressed Sale
      Value of Eligible Stations and (ii) $53,000,000, as may be reduced from time
      to
      time by permanent reductions in the Revolving Credit Commitments or repayments
      of the Term Loan Commitments.




(ii)  The
      borrowings under this **Section
      2.01(a)** shall be
      evidenced by Borrowers' Second Amended and Restated Secured Revolving Credit
      Notes issued to the respective Revolving Credit Lenders (together with any
      additional Secured Revolving Credit Notes issued to any assignee(s) of the
      Revolving Credit Commitments under **Article
      XII** or
      otherwise issued in addition to, in substitution therefor or amendment or
      replacement thereof, collectively the " **Revolving
      Credit Notes** "),
      such
      Revolving Credit Notes to be in the form of **Exhibit
      A** attached
      hereto.




(iii)  During
      the Revolving Credit Commitment Period and within the limits of the Aggregate
      Revolving Credit Commitments, Borrowers may borrow, repay and reborrow under,
      and as permitted by, this **Section
      2.01(a)** .
      Interest on the Revolving Credit Loans shall be paid as required under **Section
      2.02** and
      under **Section
      2.05** in
      connection with all mandatory and voluntary reductions of the Revolving Credit
      Commitments.




(iv)  The
      Revolving Credit Commitments shall expire on the last day of the Revolving
      Credit Commitment Period.




(v)  If,
      at
      the time any Revolving Credit Loan is made, a Default has occurred and is
      continuing and such Revolving Credit Loan is not being made solely to pay
      interest, fees or reasonable expenses due under the Loan, the Revolving Credit
      Lenders shall obtain the Administrative Agent's consent to such Revolving Credit
      Loan prior to making the requested Advance.




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          27
          -




(b)  **Letter
      of Credit Facility** .  (i)
      Subject to the terms and conditions of this Agreement, the Issuing Lender agrees
      to issue letters of credit for the account of Borrowers (each, an " **L/C** ")
      or to
      purchase participations or execute indemnities, guarantees or reimbursement
      obligations (each such undertaking, an " **L/C
      Undertaking** ")
      with
      respect to letters of credit issued by an Underlying Issuer (as of the Closing
      Date, the prospective Underlying Issuer will be Wells Fargo) for the account
      of
      Borrowers. If at the time any L/C is issued, (A) the Issuer waives any
      conditions precedent to such L/C; or (B) a Default has occurred and is
      continuing, the Issuer shall get the Administrative Agent's consent to such
      L/C
      prior to issuing such L/C. To request the issuance of an L/C or an L/C
      Undertaking (or the amendment, renewal, or extension of an outstanding L/C
      or
      L/C Undertaking), the Borrower Representative, on behalf of the Borrowers,
      shall
      hand deliver or telecopy (or transmit by electronic communication, if
      arrangements for doing so have been approved by the Issuing Lender) to the
      Issuing Lender and Collateral Agent (reasonably in advance of the requested
      date
      of issuance, amendment, renewal, or extension) a notice requesting the issuance
      of an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to
      be
      amended, renewed, or extended, the date of issuance, amendment, renewal, or
      extension, the date on which such L/C or L/C Undertaking is to expire, the
      amount of such L/C or L/C Undertaking, the name and address of the beneficiary
      thereof (or of the Underlying Letter of Credit, as applicable), and such other
      information as shall be necessary to prepare, amend, renew, or extend such
      L/C
      or L/C Undertaking. If requested by the Issuing Lender, the Borrowers also
      shall
      be applicants under the application with respect to any Underlying Letter of
      Credit that is to be the subject of an L/C Undertaking. The Issuing Lender
      shall
      have no obligation to issue a Letter of Credit if any of the following would
      result after giving effect to the requested Letter of Credit:




(A)  the
      Letter of Credit Usage would exceed the amount by which the lesser of (v) the
      Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of
      the Compressed Sale Value of Eligible Stations, exceeds the amount of
      outstanding Revolving Credit Loans and the amount of outstanding Term Loans,
      or




(B)  the
      Letter of Credit Usage would exceed $500,000.




Borrowers
      and the Revolving Credit Lenders acknowledge and agree that certain Underlying
      Letters of Credit may be issued to support letters of credit that already are
      outstanding as of the Closing Date. Each Letter of Credit (and corresponding
      Underlying Letter of Credit) shall be in form and substance acceptable to the
      Issuing Lender (in the exercise of its discretion), including the requirement
      that the amounts payable thereunder must be payable in Dollars. If Issuing
      Lender is obligated to advance funds under a Letter of Credit, Borrowers
      immediately shall reimburse such L/C Disbursement to Issuing Lender by paying
      to
      Collateral Agent an amount equal to such L/C Disbursement not later than 11:00
      a.m., California time, on the date that such L/C Disbursement is made, if
      Borrowers shall have received written or telephonic notice of such L/C
      Disbursement prior to 10:00 a.m., California time, on such date, or, if such
      notice has not been received by Borrowers prior to such time on such date,
      then
      not later than 11:00 a.m., California time, on (i) the Business Day that
      Borrowers receive such notice, if such notice is received prior to 10:00 a.m.,
      California time, on the date of receipt, and, in the absence of such
      reimbursement, the L/C Disbursement immediately and automatically shall be
      deemed to be an Advance hereunder and, thereafter, shall bear interest at the
      rate then applicable to Loans under **Section
      2.02** .
      To the
      extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers'
      obligation to reimburse such L/C Disbursement shall be discharged and replaced
      by the resulting Advance. Promptly following receipt by Collateral Agent of
      any
      payment from Borrowers pursuant to this paragraph, Collateral Agent shall
      distribute such payment to the Issuing Lender or, to the extent that Revolving
      Credit Lenders have made payments pursuant to **Section
      2.01(b)(v)** to
      reimburse the Issuing Lender, then to such Revolving Credit Lenders and the
      Issuing Lender as their interests may appear.





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          28
          -




(ii)  Promptly
      following receipt of a notice of L/C Disbursement pursuant to **Section
      2.01(b)(i)** ,
      each
      Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its
      Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection
      on the same terms and conditions as if Borrowers had requested such Advance
      and
      Collateral Agent shall promptly pay to Issuing Lender the amounts so received
      by
      it from the Revolving Credit Lenders. By the issuance of a Letter of Credit
      (or
      an amendment to a Letter of Credit increasing the amount thereof) and without
      any further action on the part of the Issuing Lender or the Revolving Credit
      Lenders with Revolving Credit Commitments, the Issuing Lender shall be deemed
      to
      have granted and assigned to each Revolving Credit Lender with a Revolving
      Credit Commitment, and each Revolving Credit Lender with a Revolving Credit
      Commitment shall be deemed to have purchased and assumed, a participation in
      each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk
      Participation Liability of such Letter of Credit, and each such Revolving Credit
      Lender agrees to pay to Collateral Agent, for the account of the Issuing Lender,
      such Revolving Credit Lender's Pro Rata Share of any payments made by the
      Issuing Lender under such Letter of Credit. In consideration and in furtherance
      of the foregoing, each Revolving Credit Lender with a Revolving Credit
      Commitment hereby absolutely and unconditionally agrees to pay to Collateral
      Agent, for the account of the Issuing Lender, such Revolving Credit Lender's
      Pro
      Rata Share of each L/C Disbursement made by the Issuing Lender and not
      reimbursed by Borrowers on the date due as provided in clause (i) of this **Section
      2.01(a)** ,
      or of
      any reimbursement payment required to be refunded to Borrowers for any reason.
      Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges
      and
      agrees that its obligation to deliver to Collateral Agent, for the account
      of
      the Issuing Lender, an amount equal to its respective Pro Rata Share pursuant
      to
      this **Section
      2.01(b)(ii)** shall be
      absolute and unconditional and such remittance shall be made notwithstanding
      the
      occurrence or continuation of an Event of Default or Default or the failure
      to
      satisfy any condition set forth in **Section
      3** hereof.
      If any such Revolving Credit Lender fails to make available to Collateral Agent
      the amount of such Revolving Credit Lender's Pro Rata Share of any payments
      made
      by the Issuing Lender in respect of such Letter of Credit as provided in this
      Section, Collateral Agent (for the account of the Issuing Lender) shall be
      entitled to recover such amount on demand from such Revolving Credit Lender
      together with interest thereon at the Federal Funds Rate until paid in full,
      or
      if not paid in full within three (3) Business Days, then at the Base Rate until
      paid in full.





(iii)  Each
      Borrower hereby agrees to jointly and severally indemnify, save, defend, and
      hold the Revolving Credit Lenders harmless from any loss, cost, expense, or
      liability, and reasonable attorneys' fees incurred by the Revolving Credit
      Lenders arising out of or in connection with any Letter of Credit; provided , however ,
      that no
      Borrower shall be obligated hereunder to indemnify for any loss, cost, expense,
      or liability that is caused by the gross negligence or willful misconduct of
      the
      Issuing Lender or any other Lender. Each Borrower agrees to be bound by the
      Underlying Issuer's regulations and interpretations of any Underlying Letter
      of
      Credit or by Issuing Lender's interpretations of any L/C issued by Issuing
      Lender to or for such Borrower's account, even though this interpretation may
      be
      different from such Borrower's own, and each Borrower understands and agrees
      that the Revolving Credit Lenders shall not be liable for any error, negligence,
      or mistake, whether of omission or commission, in following Borrowers'
      instructions or those contained in the Letter of Credit or any modifications,
      amendments, or supplements thereto. Each Borrower understands that the L/C
      Undertakings may require Issuing Lender to indemnify the Underlying Issuer
      for
      certain costs or liabilities arising out of claims by Borrowers against such
      Underlying Issuer. Each Borrower hereby agrees to jointly and severally
      indemnify, save, defend, and hold the Revolving Credit Lenders harmless with
      respect to any loss, cost, expense (including reasonable attorneys fees), or
      liability incurred by the Revolving Credit Lenders under any L/C Undertaking
      as
      a result of the Revolving Credit Lenders' indemnification of any Underlying
      Issuer; provided, however, that no Borrower shall be obligated hereunder to
      indemnify for any loss, cost, expense, or liability that is caused by the gross
      negligence or willful misconduct of the Issuing Lender or any other Revolving
      Credit Lender.





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          29
          -




(iv)  Each
      Borrower hereby authorizes and directs any Underlying Issuer to deliver to
      the
      Issuing Lender all instruments, documents, and other writings and property
      received by such Underlying Issuer pursuant to such Underlying Letter of Credit
      and to accept and rely upon the Issuing Lender's instructions with respect
      to
      all matters arising in connection with such Underlying Letter of Credit and
      the
      related application.





(v)  Any
      and
      all charges, commissions, fees, and costs incurred by the Issuing Lender
      relating to Underlying Letters of Credit immediately shall be reimbursable
      by
      Borrowers to Collateral Agent for the account of the Issuing Lender; it being
      acknowledged and agreed by each Borrower that, as of the Closing Date, the
      issuance charge imposed by the prospective Underlying Issuer is .825% per annum
      times the face amount of each Underlying Letter of Credit, that such issuance
      charge may be changed from time to time, and that the Underlying Issuer also
      imposes a schedule of charges for amendments, extensions, drawings, and
      renewals.





(vi)  If
      by
      reason of (x) any change in any applicable law, treaty, rule, or regulation
      or
      any change in the interpretation or application thereof by any Governmental
      Authority, or (y) compliance by the Underlying Issuer or the Revolving Credit
      Lenders with any direction, request, or requirement (irrespective of whether
      having the force of law) of any Governmental Authority or monetary authority
      including, Regulation D of the Federal Reserve Board as from time to time in
      effect (and any successor thereto):





(A)  any
      reserve, deposit, or similar requirement is or shall be imposed or modified
      in
      respect of any Letter of Credit issued hereunder, or




(B)  there
      shall be imposed on the Underlying Issuer or the Revolving Credit Lenders any
      other condition regarding any Underlying Letter of Credit or any Letter of
      Credit issued pursuant hereto;




and
      the
      result of the foregoing is to increase, directly or indirectly, the cost to
      the
      Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit
      or
      to reduce the amount receivable in respect thereof by the Revolving Credit
      Lenders, then, and in any such case, Collateral Agent may, at any time within
      a
      reasonable period after the additional cost is incurred or the amount received
      is reduced, notify Borrower Representative, and Borrowers shall pay on demand
      such amounts as Collateral Agent may specify to be necessary to compensate
      the
      Revolving Credit Lenders for such additional cost or reduced receipt, together
      with interest on such amount from the date of such demand until payment in
      full
      thereof at the rate then applicable to Revolving Credit Loans hereunder. The
      determination by Collateral Agent of any amount due pursuant to this Section,
      as
      set forth in a certificate setting forth the calculation thereof in reasonable
      detail, shall, in the absence of manifest or demonstrable error, be final and
      conclusive and binding on all of the parties hereto.





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          30
          -




(c)  **Term
      Loan Facilities** **.** (i)
      Subject to the terms and conditions contained in this Agreement, each Term
      Loan
      A Lender agrees to make one or more loans pursuant to this **Section
      2.01(c)** (collectively, the " **Term
      Loans A** ")
      to
      Borrowers on the Closing Date in an aggregate principal amount which does not
      exceed the amount of such Lender's Term Loan A Commitment and each Term Loan
      B
      Lender agrees to make one or more loans pursuant to this **Section
      2.01(c)** (collectively, the " **Term
      Loans B** ")
      to
      Borrower on the Closing Date in an aggregate amount which does not exceed the
      amount of such Lender's Term Loan B Commitment; provided , however, that:




(A)  Term
      Loan
      Lenders shall have no obligation to make any Term Loan if, after giving effect
      to any such Term Loan, the sum of the aggregate amount of the Term Loans then
      outstanding plus the amount of the requested Term Loans would exceed the
      Aggregate Term Loan Commitments then in effect; and




(B)  the
      sum
      of (1) the aggregate principal amount of all Term Loans made on the Closing
      Date, (2) the then outstanding unpaid principal balance of Revolving Credit
      Loans (after deducting therefrom the amount to be paid on the Closing Date
      from
      the proceeds of the requested Term Loans), and (3) the Letter of Credit Usage,
      shall not exceed the lesser of (i) forty-five percent (45%) of the Compressed
      Sale Value of Eligible Stations; and (ii) $53,000,000, as may be reduced from
      time to time by permanent reductions in the Revolving Credit Commitments or
      repayments of the Term Loan Commitments.




(ii)  The
      borrowings under this **Section
      2.01(c)** shall be
      evidenced by Borrowers' Secured Promissory Notes issued to the respective Term
      Loan Lenders (together with any additional Secured Promissory Notes issued
      to
      assignee(s) of the Term Loan Lenders under Article XII or otherwise issued
      in
      addition thereto, in substitution therefor or amendment or replacement thereof,
      collectively, the " **Term
      Notes** "),
      such
      Term Notes with respect to Term Loans A to be in the form of Exhibit
      B-1 (the
      " **Term
      Loan A Notes** ")
      attached hereto, such Term Notes with respect to Term Loans B to be in the
      form
      of Exhibit
      B-2 (the
      " **Term
      Loan B Notes** ")
      attached hereto.




(iii)  Borrowers
      may borrow Term Loans on the Closing Date under this **Section
      2.01(c)** within
      the limits of the Aggregate Term Loan Commitments; provided , however ,
      that
      Borrowers shall not have the right to re-borrow principal amounts repaid or
      prepaid in respect to the Term Loans. Interest on the Term Loans shall be paid
      as required under **Section
      2.02** and
      under **Section
      2.05** in
      connection with all mandatory and voluntary prepayments of the Term
      Loans.




(iv)  The
      Term
      Loan Commitments shall expire at the close of business on the Closing
      Date.





**Section
      2.02** **.**  **Interest
      on the Notes** **.**




(a)  **Interest
      Rates** .
      Subject
      to the provisions of **Section 2.02(e)** ,
      the
      outstanding principal balance of each Loan shall bear interest from the date
      of
      Loan or Advance until payment in full, both before and after maturity, and
      be
      payable by Borrowers, at a rate or rates per annum calculated from time to
      time
      in accordance with this **Section 2.02** .




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          -




(b)  **Determination
      of Interest Rate for Loans** .
      Except
      as hereinafter provided, the interest rate charged by the Lenders in respect
      to
      the Loans shall be either (1) the applicable LIBOR Rate pursuant to a Notice
      of
      Conversion or Continuation effective on the first day of the Interest Period, *plus* nine and
      one-half percent (9.50%), or, (2) if such LIBOR Rate is not available or
      published, or at Borrowers' option, the Base Rate. Notwithstanding anything
      herein to the contrary, if Borrowers indefeasibly pay all Obligations in full
      on
      or prior to March 28, 2008, Lenders shall credit to Borrowers from the Early
      Termination Fee an amount equal to the difference between the amount of interest
      actually paid or owing pursuant to the terms hereof and the amount of interest
      that would have been due or paid if the interest rate on the Closing Date had
      been the Reduced Interest Rate.




(c)  **Choosing
      Interest Rate Basis and Interest Period** .




(i)  At
      least
      three (3) Business Days prior to the last day of each Interest Period for each
      LIBOR Loan, the Borrower Representative shall give the Billing Agent a Notice
      of
      Conversion or Continuation specifying whether all or a portion of such LIBOR
      Loan (1) is to be Continued in whole or in part as or to one or more LIBOR
      Loans
      (and such Notice shall set forth the applicable duration of the next Interest
      Period as one (1) **,** three
      (3)
      or six (6) months), (2) is to be Converted in whole or in part into a Base
      Rate
      Loan, or (3) is to be repaid. The failure to give such notice shall be
      deemed to constitute a request by Borrowers to continue such Loan as a LIBOR
      Loan for a one-month LIBOR Interest Period on the last day of the applicable
      Interest Period. Upon the last day of such Interest Period, such LIBOR Loan
      will, subject to the provisions hereof, be so Continued, Converted or repaid,
      as
      applicable and as set forth in such Notice or, if no such Notice is given,
      as
      provided herein.




(ii)  With
      respect to a Base Rate Loan, such Loan shall continue to bear interest at the
      Base Rate unless and until the Borrowers request that such Loan be Converted
      into a LIBOR Loan as follows. The Borrowers may give Billing Agent three (3)
      Business Days prior written notice in the form of a Notice of Conversion or
      Continuation specifying that all or a portion of such Base Rate Loan is to
      be
      Converted in whole or in part into a LIBOR Loan pursuant to the terms hereof,
      and the applicable Interest Period (and such Notice shall set forth the
      applicable duration of the next Interest Period as one (1) **,** three
      (3)
      or six (6) month period). Upon the date set forth in such Notice, such Base
      Rate
      Loan will, subject to the provisions hereof, be Converted into a LIBOR Loan
      with
      an initial Interest Period as set forth in such Notice.




(d)  **Interest
      Payment Dates** .
      Interest on the Revolving Credit Loans, Term Loans A and Letter of Credit Fees
      shall accrue as of and after the date hereof and shall be payable by Borrowers,
      jointly and severally, in arrears, without setoff, deduction or counterclaim
      on
      the first day of each month, commencing March 1, 2008, and on the Maturity
      Date,
      whether by reason of acceleration, prepayment, payment or otherwise. Interest
      on
      the Term Loans B shall accrue as of and after the date hereof and be due and
      shall be payable by Borrowers, jointly and severally, in arrears, without setoff
      deduction or counterclaim on the first Business Day of each month, commencing
      March 1, 2008, and on the Maturity Date, whether by reason of acceleration,
      prepayment, payment or otherwise.




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          32
          -




(e)  **Effect
      of Defaults, Etc.**




(i)  During
      the existence of any Event of Default, the outstanding principal balance under
      the Loans and, to the extent permitted by applicable law, overdue interest,
      fees, expenses or other amounts payable hereunder or under the other Loan
      Documents, shall bear interest, from and including the date such Event of
      Default occurred until such Event of Default is cured or waived in writing
      as
      provided herein, at a rate per annum (the " **Default
      Rate** ")
      (computed on the basis of the actual number of days elapsed over a 360-day
      year)
      equal to two percent (2.00%) above the interest rate(s) otherwise applicable
      hereunder; and the Letter of Credit fee provided for herein shall be increased
      by two percent (2.00%) above the per annum rate otherwise applicable
      hereunder.




(ii)  If
      any
      installment of interest is not paid within ten (10) days of its due date,
      Borrowers shall, to the extent permitted by law, pay to Billing Agent for the
      account of Lenders holding the delinquent interest obligations, a late and
      handling charge equal to five percent (5%) of the unpaid portion of such overdue
      installment.




(iii)  Nothing
      in this **Section
      2.02(e)** shall
      affect the rights of Administrative Agent, Collateral Agent or Lenders to
      exercise any rights or remedies under the Loan Documents or applicable law
      arising upon the occurrence and continuance of an Event of Default.




(f)  **Interest
      Calculations** .
      Interest on all Loans shall be computed on the basis of a three hundred sixty
      (360) day year counting the actual number of days elapsed.




(g)  **Intent
      Not to Violate Usury Laws** .
      (i) All
      agreements between or among Borrowers, Administrative Agent, Collateral Agent,
      Billing Agent and any Lender(s) are hereby expressly limited so that in no
      contingency or event whatsoever, whether by reason of acceleration of maturity
      of the indebtedness or otherwise, shall the amount paid or agreed to be paid
      for
      the use or forbearance of the indebtedness evidenced by this Agreement, the
      Notes or any other Loan Document exceed the maximum amount which any Lender
      is
      permitted to receive under applicable law. If, from any circumstances
      whatsoever, fulfillment of any provision of this Agreement, the Notes or any
      other Loan Document, at the time performance of such provision shall be due,
      shall involve exceeding such amount, then the obligation to be fulfilled shall
      automatically be reduced to the limit of such validity and if, from any
      circumstances, any Lender should ever receive as interest an amount which would
      exceed such maximum amount, such amount which would be excessive interest shall
      be applied to the reduction of the principal balance evidenced hereby and not
      to
      the payment of interest. As used herein, the term "applicable law" shall mean
      the law in effect as of the date hereof, provided , however ,
      that in
      the event there is a change in the law which results in a higher permissible
      rate of interest, then this Agreement, the Notes and the other Loan Documents
      shall be governed by such new law as of its effective date. This provision
      shall
      control every other provision of all agreements between or among Borrowers,
      Administrative Agent, Collateral Agent, Billing Agent and any
      Lender.




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          33
          -




(ii)  SPLenders
      and Borrowers intend that the Term Loans and Revolving Credit Loans qualify
      for
      the exemption set forth in Section 25118(b) of the California Corporations
      Code to California's usury provisions. In this regard, each of SPLenders and
      each of Borrowers hereby represents, warrants and agrees as
      follows:




(A)  the
      Loans
      made to Borrowers by SPLenders pursuant to **Section 2.01(a)** and
      ( **c** ),
      respectively, constitute a single coordinated loan made to Borrowers by
      SPLenders;




(B)  the
      advance of the Term Loans and Revolving Credit Loans to Borrowers by SPLenders
      pursuant to **Section 2.01(a)** and **(c)** are
      conditioned upon all the Borrowers' participation in the Term Loans and
      Revolving Credit Loans; and




(C)  each
      of
      Borrowers and SPLenders, by reason of its business and financial experience,
      has
      the capacity to protect its own interests in connection with the Term Loans
      and
      Revolving Credit Loans.




(iii)  The
      Lenders and the Borrowers also intend that the Loans qualify for the exemption
      set forth in Section 3707 of the California Financial Code to California's
      usury
      provisions. In this regard, each of the Lenders and each of the Borrowers hereby
      acknowledges and agrees that each of the Loans was "arranged by" the Collateral
      Agent, as the term "arranged by" is used in Section 3707 of the California
      Financial Code.




**Section
      2.03** **.**  **Loan
      Requests** **.**




Each
      request by Borrowers for Loans (other than the initial Loans, if made
      concurrently herewith) shall be in an amount not less than $250,000, and if
      greater than such amount, an integral multiple of $50,000, and shall be made
      by
      Borrower Representative not later than (i) 11:00 A.M. (California time) on
      the
      Business Day prior to the proposed Borrowing Date, by a written Loan Request,
      in
      the form of **Schedule
      2.03** (each, a
      " **Loan
      Request** "),
      signed by a Duly Authorized Officer of Borrower Representative and indicating
      (i) the date of such Loans and (ii) the use of proceeds thereof. Billing Agent
      shall promptly notify Lenders of such Loan Request and the information contained
      therein. Such Loan Request shall be irrevocable and binding on Borrowers. The
      Loans shall be made by the applicable Lenders Pro  Rata as
      provided in **Section
      2.13** .
      Not
      later than 2:00 P.M. (California time) on the date specified for any Loans,
      each
      applicable Lender shall make available to Billing Agent the portion of the
      Loans
      to be made by it on such date, in immediately available funds, for the account
      of Borrower. The amount so received by Billing Agent shall, subject to the
      terms
      and conditions of this Agreement, be made available to Borrowers by disbursing
      such funds as indicated in writing in the related Loan Request prior to the
      date
      such Loans are proposed to be made.




**Section
      2.04** **.**  **Repayment
      of Loans** **.**




(a)  (i)  Borrowers
      hereby unconditionally, jointly and severally promise to pay to Collateral
      Agent
      for the account of each Revolving Credit Lender on the Maturity Date the then
      aggregate unpaid principal balance of such Revolving Credit Lender's Revolving
      Credit Loans.




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          34
          -





(ii)  Borrowers
      hereby unconditionally, jointly and severally promise to pay to Billing Agent
      for the account of each Term Loan Lender on the Maturity Date the then aggregate
      unpaid principal balance of such Term Loan Lender's Term Loans.




(b)  In
      addition, in connection with any reduction in the Aggregate Revolving Credit
      Commitments, or at any other time that the aggregate outstanding and unpaid
      principal balance of the Revolving Credit Loans plus the Letter of Credit Usage
      exceeds the then applicable Aggregate Revolving Credit Commitments, Borrowers
      hereby jointly and severally promise to repay the Revolving Credit Loans in
      an
      aggregate amount equal to such excess. In addition, at the time that the sum
      of
      (x) the aggregate outstanding and unpaid principal balance of the Term Loans,
      (y) the then outstanding and unpaid principal balance of the Revolving Credit
      Loans, and (z) the Letter of Credit Usage, shall exceed forty-five percent
      (45%)
      of the Compressed Sale Value of Eligible Stations, Borrowers hereby jointly
      and
      severally promise to repay the Revolving Credit Loans (or, if the Revolving
      Credit Loans have been paid in full and the Revolving Credit Commitments
      terminated, to repay the Term Loans) in an aggregate amount equal to such
      excess.




(c)  If
      any
      installment of principal is not paid within ten (10) days of its due date,
      Borrowers shall, to the extent permitted by law, pay to Billing Agent for the
      Lenders' account a late and handling charge equal to five percent (5%) of the
      unpaid portion of such overdue installment.




**Section
      2.05** **.**  **Payments,
      Prepayments and Termination or Reduction of the
      Commitments** **.**




(a)  **Voluntary
      Reduction of Revolving Credit Commitments** .
      Upon at
      least three (3) Business Days' prior written notice to Billing Agent in the
      form
      of **Schedule
      2.05(a)** (each, a
      " **Commitment
      Reduction Notice** ")
      signed
      by a Duly Authorized Officer, Borrowers may permanently terminate or permanently
      reduce the Revolving Credit Commitments, provided as
      follows:




(i)  any
      such
      reduction shall be in an aggregate amount of not less than $100,000 or, if
      greater, an integral multiple of $100,000;




(ii)  any
      such
      reduction shall apply to each Revolving Credit Lender's Revolving Credit
      Commitment Pro Rata as provided in **Section
      2.13** ;
      and




(iii)  no
      such
      reduction shall cause the Revolving Credit Commitments to be reduced below
      the
      Letter of Credit Usage, unless this Agreement is terminated and all Obligations
      are paid in full in accordance with **Section
      2.05(c)** .




Each
      Commitment Reduction Notice shall specify the date fixed for such termination
      or
      reduction, and the aggregate principal amount thereof and the amounts payable
      in
      respect thereof under **Section
      2.06** or **2.10** .
      No
      voluntary prepayment shall be deemed to reduce the Revolving Credit Commitments
      unless accompanied by a Commitment Reduction Notice.




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          35
          -




(b)  **Mandatory
      Commitment Reductions and Prepayments** **.**




(i)  **Casualty
      Events** .
      Subject
      to the provisions of **Section
      6.02** ,
      in the
      event of receipt by any Borrower of any Insurance Proceeds as a result of a
      Casualty Event relating to the assets of any Borrower (A) in excess of $100,000
      (except to the extent such proceeds are used by Borrower within the Restoration
      Period to restore, repair or replace the Damaged Property as provided in **Section
      6.02** ),
      (B) at
      any time that a Default has occurred and is continuing, or (C) at any time
      a
      Borrower is deemed to have elected to apply such Insurance Proceeds to prepay
      the Loans by such amount as provided in **Section
      6.02** or to
      have determined not to restore, repair or replace the asset or property affected
      by such Casualty Event, the Loans shall be prepaid as provided in **Section
      2.05(c)** in an
      amount equal to 100% of such Insurance Proceeds.




(ii)  **Dispositions
      of Assets** .
      Without
      limiting the obligation of Borrowers under **Section 7.03** to
      obtain the consent of the Required Lenders to any Disposition not otherwise
      permitted hereunder, Borrowers agree (A) three (3) Business Days prior to the
      occurrence of any Disposition, to deliver to Billing Agent (in sufficient copies
      for each Lender) a statement, certified by a Duly Authorized Officer of Borrower
      Representative and in reasonable detail, of the estimated amount of the Net
      Cash
      Proceeds of such Disposition and (B) that in the event such Disposition is
      closed, Borrowers shall prepay the Loans on the date of such Disposition, in
      an
      aggregate amount equal to (x) eighty-six and one-quarter percent (86.25%) of
      the
      first Ten Million Dollars ($10,000,000) in aggregate Sale Amounts; (y)
      seventy-eight percent (78%) of the second Ten Million Dollars ($10,000,000)
      in
      aggregate Sale Amounts; and (z) sixty-nine and three-quarters percent (69.75%)
      of any additional Sale Amounts. That portion of the Net Cash Proceeds from
      each
      Disposition that exceeds the amount required to be paid to Lenders pursuant
      to
      this **Section
      2.05(b)(ii)** shall be
      retained by Borrower at the closing of such Disposition(s) and may be used
      for
      any business purpose. Notwithstanding the foregoing, the prepayment requirements
      of this **Section
      2.05(b)(ii)** shall
      not apply with respect to Dispositions in an aggregate amount not to exceed
      $250,000 in any calendar year.




As
      an
      example, assume Borrowers dispose of a Station (the " **Sold
      Station** ")
      in
      exchange for Net Cash Proceeds of $10,000,000, and the Sale Amount for the
      Sold
      Station (as set forth on Schedule
      1.01 )
      is
      $8,000,000. Assume further that, for purposes of this example, the Disposition
      of the Sold Station is (i) the first Disposition of a Station to occur after
      the
      Closing Date; and (ii) the only Disposition occurring during such Fiscal Year.
      At the closing of the Disposition of the Sold Station, an amount equal to
      $6,900,000 (i.e., the Sale Amount of $8,000,000 multiplied by 86.25%) would
      be
      paid to the Billing Agent, for the benefit of the Lenders, and $3,100,000 would
      be retained by the Borrowers.




(iii)  **Equity
      and**  **Debt
      Issuances** .
      Borrowers shall jointly and severally pay to Billing Agent for the benefit
      of
      Lenders as a prepayment of the principal of the Loans (A) one hundred
      percent (100%) of the cash proceeds (net of reasonable and customary related
      out-of-pocket fees and expenses) of the sale or issuance of any Equity
      Securities by Borrowers to any Person (except to the extent that the Agents
      in
      their sole discretion consent in writing to the use of such net proceeds for
      funding of Borrowers' business operations); and (B) one hundred percent
      (100%) of the cash proceeds (net of reasonable and customary related
      out-of-pocket fees and expenses) of the issuance by Borrowers of any
      Indebtedness to any Person, in each case, within two (2) Business Days of such
      Borrower's receipt thereof. Notwithstanding anything in this **Section
      2.05(b)(iii)** to the
      contrary, Borrowers may unilaterally elect to not make a mandatory prepayment
      from issuances of Equity Securities and Indebtedness and use such funds for
      Borrowers' business operations and related proceeds so long as the net cash
      proceeds of issuances do not exceed $5,000,000 in the aggregate.




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          36
          -




(iv)  **Mandatory
      Reductions in Revolving Credit Commitments** .
      All
      payments of principal under **Section
      2.05(b)(i), (ii)** and **(iii)** shall be
      applied in accordance with **Section
      2.05(c)(iv)** , provided , however ,
      that
      all such payments in respect to the Revolving Credit Loans as a result of the
      provisions of **Section 2.05(b)(i),
      (ii)** and **(iii)** ,
      shall
      effect a simultaneous dollar-for-dollar permanent reduction in the Aggregate
      Revolving Credit Commitments; provided , further ,
      that at
      the time of receipt of such proceeds from Casualty Event or condemnation,
      Borrowers may notify Billing Agent of their intention to use such proceeds
      for
      reinvestments permitted by this Agreement during the Restoration Period, in
      which event (i) the Aggregate Revolving Credit Commitments will be reduced
      at the expiration of the applicable Restoration Period in the amount of such
      proceeds not utilized for permitted reinvestments by Borrowers, (ii) except
      to the extent that the payment is intended to be a permanent prepayment of
      the
      Loans and corresponding permanent reduction in the Commitments, and any
      remaining proceeds from Casualty Event or condemnation not so applied to payment
      of the Loans shall be held in an interest-bearing deposit account maintained
      with a financial institution acceptable to Collateral Agent subject to a
      perfected security interest in favor of Collateral Agent for the benefit of
      Lenders until such proceeds are used for reinvestment or applied to the payment
      of the Loans as set forth herein, and (iii) availability for borrowings
      under the Revolving Credit Commitments in an amount equal to the amount of
      such
      payments shall be restricted to permitted reinvestments in accordance with
      this
      Agreement and within the Restoration Period, and, provided , further ,
      that
      each Revolving Credit Lender shall have the right to waive such permanent
      reduction requirement and may, in lieu thereof, impose a reserve in the amount
      determined by such Revolving Credit Lender, which shall not exceed the amount
      of
      the permanent reduction being waived.




(c)  **Application
      of Reductions, Payments and Prepayments, Cash Collateral;
      Etc.**




(i)  All
      prepayments of the Loans under this **Section
      2.05** :
      (A)
      shall be made without set-off, deduction or counterclaim and (B) shall be
      applied in accordance with clauses (ii), (iii) and (iv)
      hereof.




(ii)  In
      addition, if, following a Disposition, the sum of (x) the aggregate outstanding
      and unpaid principal balance of the Term Loans, (y) the then outstanding and
      unpaid principal balance of the Revolving Credit Loans, and (z) the Letter
      of
      Credit Usage, shall exceed forty-five percent (45%) of the Compressed Sale
      Value
      of Eligible Stations, Borrowers hereby jointly and severally promise to repay
      the Revolving Credit Loans (or if the Revolving Credit Loans have been repaid
      in
      full, the Term Loans) in an aggregate amount equal to such excess. In addition,
      upon any reductions of the Revolving Credit Commitments, Borrowers shall pay
      any
      then accrued Unused Line Fees.




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          37
          -




(iii)  On
      the
      date of termination of this Agreement, all Obligations (including contingent
      reimbursement obligations of Borrowers with respect to any outstanding Letters
      of Credit) immediately shall become due and payable without notice or demand
      (including either (i) providing cash collateral to be held by Collateral Agent
      for the benefit of those Revolving Credit Lenders with a Revolving Credit
      Commitment in an amount equal to 105% of the then extant Letter of Credit Usage,
      or (ii) causing the original Letters of Credit to be returned to the Issuing
      Lender). No termination of this Agreement, however, shall relieve or discharge
      Borrowers of their duties, Obligations, or covenants hereunder and the
      Collateral Agent's Liens in the Collateral shall remain in effect until all
      Obligations have been fully and finally discharged and the Revolving Credit
      Lenders' obligations to provide additional credit hereunder have been
      terminated. When this Agreement has been terminated and all of the Obligations
      have been fully and finally discharged and the Lenders' obligations to provide
      additional credit under the Loan Documents have been terminated irrevocably,
      Collateral Agent will, at Borrowers' sole expense, execute and deliver any
      UCC
      termination statements, lien releases, mortgage releases, re-assignments of
      trademarks, discharges of security interests, and other similar discharge or
      release documents (and, if applicable, in recordable form) as are reasonably
      necessary to release, as of record, the Collateral Agent's Liens and all notices
      of security interests and liens previously filed by Collateral Agent with
      respect to the Obligations.




(iv)  All
      payments shall be remitted to Collateral Agent and all such payments (other
      than
      payments received while no Default or Event of Default has occurred and is
      continuing and which relate to the payment of principal or interest of specific
      Obligations then due or which relate to the payment of specific fees then due),
      and all proceeds of Collateral received by Collateral Agent, shall be applied
      as
      follows:




A.  first,
      to
      pay any expenses then due to Administrative Agent and the Collateral Agent
      and
      any indemnities owed to the Administrative Agent and the Collateral Agent
      pursuant to the Loan Documents, each on a ratable basis, under the Loan
      Documents, until paid in full;




B.  second,
      to pay any expenses then due to Lenders (other than the Term Loan B Lenders)
      and
      any indemnities owed to the Lenders (other than the Term Loan B Lenders)
      pursuant to the terms of the Loan Documents, each on a ratable basis, under
      the
      Loan Documents, until paid in full;




C.  third,
      to
      pay any fees then due to Administrative Agent and Collateral Agent pursuant
      to
      the terms of this Agreement, on a ratable basis, under the Loan Documents until
      paid in full;




D.  fourth,
      to pay any fees then due to Lenders (other than the Term Loan B Lenders) under
      the Loan Documents, on a ratable basis, until paid in full;




E.  fifth,
      ratably to pay interest due in respect of the Loans (other than the Term Loans
      B) until paid in full;




F.  sixth,
      to
      pay the principal of all Revolving Credit Loans until paid in full ( provided , however ,
      that
      each Revolving Credit Lender shall have the right to waive payment under this
      paragraph (F) in its sole discretion, in which case the proceeds shall be
      applied as set forth in paragraphs below);




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          38
          -




G.  seventh,
      so long as no Default or Event of Default has occurred and is continuing, to
      pay
      the principal of all Term Loans A until paid in full ( provided , however ,
      that
      each Term Loan A Lender shall, with the consent of the Administrative Agent
      which shall not be unreasonably withheld, have the right to waive full payment
      under this paragraph (G) in its sole discretion, in which case a portion of
      the
      sums available after application of the foregoing paragraphs shall be used
      to
      pay the principal of all Term Loans until paid in full, such portion to be
      equal
      to a fraction of such sums, the numerator of which fraction is the unpaid
      principal balance of all Term Loans and the denominator of which fraction is
      the
      unpaid principal balance of all Term Loans, and the remaining portion of the
      proceeds shall be applied as set forth in paragraphs below);




H.  eighth,
      so long as no Default or Event of Default has occurred and is continuing, to
      pay
      expenses and fees then due to the Term Loan B Lenders and indemnities owed
      to
      the Term Loan B Lenders pursuant to the Loan Documents;




I.  ninth,
      so
      long as no Default or Event of Default has occurred and is continuing, to pay
      interest due to Term Loan B Lenders in respect of the Term Loans B and to pay
      the principal of all Term Loans B until paid in full;




J.  tenth,
      if
      a Default or an Event of Default has occurred and is continuing, to Collateral
      Agent, to be held by Collateral Agent, for the ratable benefit of Issuing Lender
      and those Revolving Credit Lenders having a Revolving Credit Commitment, as
      cash
      collateral in an amount up to 105% of the then extant Letter of Credit Usage
      until paid in full;




K.  eleventh,
      if a Default or an Event of Default has occurred and is continuing, to pay
      the
      principal of all Term Loans A until paid in full;




L.  twelfth,
      if a Default or an Event of Default has occurred and is continuing, to pay
      expenses, fees and interest due to Term Loan B Lenders in respect of the Term
      Loans B, to pay indemnities owed to the Term Loan B Lenders pursuant to the
      Loan
      Documents, and to pay the principal of all Term Loans B until paid in
      full;




M.  thirteenth,
      to pay any other Obligations until paid in full; and




N.  last,
      to
      Borrowers or such other Person entitled thereto under applicable
      law.




(v)  For
      purposes of the foregoing, "paid in full" means payment of all amounts owing
      under the Loan Documents according to the terms thereof, including loan fees,
      service fees, professional fees, interest (and specifically including interest
      accrued after the commencement of any insolvency proceeding), default interest,
      interest on interest, and expense reimbursements, whether or not the same would
      be or is allowed or disallowed in whole or in part in any insolvency
      proceeding.




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(vi)  In
      the
      event of a direct conflict between the priority provisions of this **Section
      2.05** and
      other provisions contained in any other Loan Document, it is the intention
      of
      the parties hereto that such priority provisions in such documents shall be
      read
      together and construed, to the fullest extent possible, to be in concert with
      each other. In the event of any actual, irreconcilable conflict that cannot
      be
      resolved as aforesaid, the terms and provisions of this **Section
      2.05** shall
      control and govern.




(d)  **Early
      Termination Fees** .
      In the
      event of any prepayment or repayment of a Loan made with proceeds of any sale
      of
      Equity Securities or refinancing with any lender other than the Lender receiving
      such prepayment or repayment, prior to the date which is thirty-four (34) months
      after the Closing Date, Borrowers shall pay to Billing Agent for the ratable
      benefit of Lender or Lenders entitled to such Early Termination Fee a fee (the
      " **Early
      Termination Fee** ")
      calculated as the lesser of (i) four and one-half percent (4.50%) of the
      principal amount so paid or prepaid to such Lenders; and (ii) the Make Whole
      Amount.




Any
      prepayment or repayment made on or after that date which is thirty-four (34)
      months after the Closing Date shall be payable at par. Notwithstanding the
      foregoing provisions of this **Section 2.05(d)** ,
      no
      Early Termination Fee shall be payable (a) in connection with any
      prepayment or repayment from proceeds of a refinancing to any Lender
      participating in such refinancing, or (b) in respect to any mandatory
      prepayment of Loans made pursuant to **Section 2.05(b)(i)** or **(ii)** so long
      as the Commitments are not being terminated in their entirety; provided , however ,
      that if
      the Lenders waive any mandatory prepayment under **Section 2.05(b)** in
      connection with any mandatory prepayment event described in **Section 2.05(b)** ,
      any
      voluntary prepayment of such sums by Borrowers (exclusive, however, of voluntary
      prepayments of the Revolving Credit Loans and temporary prepayments of the
      Revolving Credit Loans pending Borrowers' election to reinvest proceeds as
      permitted by this Agreement) shall be subject to the payment of the Early
      Termination Fee.




**Section
      2.06** **.**  **Fees** **.**




(a)  **Unused
      Line Fees** .
      Borrowers agree jointly and severally to pay to Collateral Agent, for the
      ratable account of each Revolving Credit Lender, from the Closing Date through
      the Revolving Credit Commitment Period, non-refundable fees (the " **Unused
      Line Fees** ")
      payable quarterly in arrears on each Quarterly Payment Date, commencing April
      1,
      2008, without setoff, deduction or counterclaim, with a final payment on the
      date of the termination of the Revolving Credit Commitments, in the amount
      equal
      to one-half of one percent (0.50%) per annum (computed on the basis of the
      actual number of days elapsed over a 360-day year) times the result of (i)
      the
      average daily Aggregate Revolving Credit Commitments during the immediately
      preceding quarter, less (ii) the sum of (A) the average Daily Balance of
      Advances that were outstanding during the immediately preceding quarter, plus
      (B) the average Daily Balance of the Letter of Credit Usage during the
      immediately preceding quarter. For purposes of calculating the daily Aggregate
      Revolving Credit Commitments for the period from October 1, 2007 through the
      Closing Date, the term "Aggregate Revolving Credit Commitment" shall have the
      meaning set forth in the Second A&R Credit Agreement.




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          40
          -




(b)  **Audit,
      Appraisal, and Valuation Charges** .
      Borrowers agree, jointly and severally, to pay to Administrative Agent and
      Collateral Agent audit, appraisal and valuation fees and charges as follows:
      (i) a fee of $850 per day, per auditor, plus reasonable out-of-pocket
      expenses for each financial audit of Borrowers, performed by personnel employed
      by Administrative Agent or Collateral Agent, as applicable, (ii) a fee of $1,500
      per day, per appraiser, plus reasonable out-of-pocket expenses, for each
      appraisal of the Collateral performed by personnel employed by Administrative
      Agent or Collateral Agent, and (iii) the actual reasonable charges paid or
      incurred by Administrative Agent or Collateral Agent if it elects to employ
      the
      services of one or more third Persons to perform financial audits of Borrowers,
      to appraise the Collateral, or any portion thereof, to assess the Borrowers'
      business valuation or to obtain a credit rating for the Term Loans (if
      commercially reasonable).




(c)  **Letter
      of Credit Fee** .
      Borrowers shall pay Collateral Agent (for the ratable benefit of the Revolving
      Credit Lenders, subject to any letter agreement between Administrative Agent
      and
      individual Revolving Credit Lenders), a Letter of Credit fee (in addition to
      the
      charges, commissions, fees, and costs set forth in **Section 2.01(b)(v)** which
      shall accrue at a rate equal to 7.75% per annum times the Daily Balance of
      the
      undrawn amount of all outstanding Letters of Credit.




(e)  **Fee
      Letter** .
      Borrowers agree jointly and severally to pay, when due and payable, to
      Administrative Agent for the benefit of Administrative Agent and, to the extent
      applicable, SPLenders and Lenders all fees required to be paid by the Fee
      Letter.




(f)  **Collateral
      Agency Fee** .
      Borrowers agree jointly and severally to pay to Collateral Agent for its account
      from and after the Closing Date and until the later of (i) the Maturity Date
      and
      (ii) the date on which the Obligations are paid in full, a collateral
      administrative fee in the amount of $8,333.00 per month, payable monthly in
      arrears on each Monthly Payment Date.




**Section
      2.07** **.**  **Requirements
      of Law** **.**




(a)  In
      the
      event that any Regulatory Change shall:




(i)  change
      the basis of taxation of any amounts payable to any Lender under this Agreement
      or any Notes in respect of any Loans made by it (other than taxes imposed on
      the
      overall net income of such Lender in its jurisdiction of organization or in
      the
      jurisdiction where its lending office is located);




(ii)  impose
      or
      modify any reserve, compulsory loan assessment, special deposit or similar
      requirement relating to any extensions of credit or other assets of, or any
      deposits with or other liabilities of, any office of such Lender (including
      any
      of such Loans); or




(iii)  impose
      any other conditions affecting this Agreement in respect of Loans (or any of
      such extensions of credit, assets, deposits or liabilities);




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          41
          -




and
      the
      result of any of the foregoing shall be to increase such Lender's costs of
      making or maintaining any Loans or any Commitment, or to reduce any amount
      receivable by such Lender hereunder in respect of any Commitment, in each case
      only to the extent that such additional amounts are not included in the Prime
      Rate applicable to such Loans, then Borrowers shall pay on demand to such
      Lender, through Billing Agent, and from time to time as specified by such
      Lender, such additional amounts as such Lender shall reasonably determine are
      sufficient to compensate such Lender for such increased cost or reduced amount
      receivable.




(b)  If
      at any
      time after the date of this Agreement any Lender shall have reasonably
      determined that the adoption or implementation of any Regulatory Change
      regarding capital adequacy, or any change therein, or any change in the
      interpretation or administration thereof by any Governmental Authority, central
      bank or comparable agency charged with the interpretation or administration
      thereof (whether or not having the force of law), has or will have the effect
      of
      reducing the rate of return on such Lender's capital or on the capital of such
      Lender's holding company, if any, as a consequence of the existence of its
      obligations hereunder (whether with respect to the Commitments, the Loans or
      any
      other Obligation) to a level below that which such Lender or its holding company
      could have achieved but for such adoption, change or compliance (taking into
      consideration such Lender's policies with respect to capital adequacy) by an
      amount reasonably deemed by such Lender to be material, then from time to time
      following written notice by such Lender to Borrowers as provided in paragraph
      (c) of this Section, within thirty (30) days after written demand by such
      Lender, Borrowers shall pay to such Lender, through Billing Agent, such
      additional amount or amounts as such Lender shall reasonably determine will
      compensate such Lender or such corporation, as the case may be, for such
      reduction, provided that to the extent that any or all of Borrowers' liability
      under this Section arises following the date of the adoption of any such
      Regulatory Change (the " **Effective
      Date** "),
      such
      compensation shall be payable only with respect to that portion of such
      liability arising after notice of such Regulatory Change is given by such Lender
      to Borrower.




(c)  If
      any
      Lender becomes entitled to claim any additional amounts pursuant to this
      Section, it shall notify Borrowers in writing of the event by reason of which
      it
      has become so entitled within thirty (30) days after such Lender becomes aware
      of such claim. A certificate setting forth in reasonable detail the computation
      of any additional amounts payable pursuant to this Section submitted by such
      Lender to Borrowers shall be delivered to Borrowers and the other Lenders
      promptly after the delivery of the initial notice to Borrowers and, if not
      objected to reasonably and in good faith by Borrowers within fifteen (15) days
      of their receipt of such certificate, shall be conclusive so long as it reflects
      a reasonable basis for the calculation of the amounts set forth therein and
      does
      not contain any manifest error. The covenants contained in this Section shall
      survive for six (6) months following the termination of this Agreement and
      the
      payment of the outstanding Loans. No failure on the part of any Lender to demand
      compensation under paragraph (a) or (b) above on any one occasion shall
      constitute a waiver of its rights to demand compensation on any other occasion.
      The protection of this Section shall be available to each Lender regardless
      of
      any possible contention of the invalidity or inapplicability of any law,
      regulation or other condition which shall give rise to any demand by such Lender
      for compensation thereunder. If any Lender claims increased costs, loss or
      expenses pursuant to this Section, then such Lender, if requested by the
      Borrowers, shall use reasonable efforts to take such steps that such Borrowers
      reasonably request as would eliminate or reduce the amount of such increased
      costs, losses or expenses so long as taking such steps would not, in the
      reasonable judgment of such Lender, otherwise be disadvantageous to such Lender.
      Any recovery by any Lender of amounts previously borne by a Borrower pursuant
      to
      this Section shall be promptly remitted, without interest (unless such Lender
      received interest on such recovered amounts), to such Borrower by such
      Lender.




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          -




(d)  Notwithstanding
      any other provision of this Agreement, if, after the date of this Agreement,
      any
      Regulatory Change shall make it unlawful for any Lender to make or maintain
      any
      LIBOR Loan or to give effect to its obligations as contemplated hereby with
      respect to any LIBOR Loan, then, by written notice to the Borrowers and to
      Billing Agent:




(i)  such
      Lender may declare that LIBOR Loans will not thereafter (for the duration of
      such unlawfulness) be made by such Lender hereunder (or be continued for
      additional Interest Periods and Base Rate Loans will not thereafter (for such
      duration) be Converted into LIBOR Loans), whereupon any request for a LIBOR
      Loan
      or to Convert a Base Rate Loan to a LIBOR Loan or to Continue a LIBOR Loan,
      as
      applicable, for an additional Interest Period shall, as to such Lender only,
      be
      deemed a request for a Base Rate Loan (or a request to Continue a Base Rate
      Loan
      as such for an additional Interest Period or to Convert a LIBOR Loan into a
      Base
      Rate Loan, as applicable), unless such declaration shall be subsequently
      withdrawn; and




(ii)  such
      Lender may require that all outstanding LIBOR Loans made by it be Converted
      to
      Base Rate Loans, in which event all such LIBOR Loans shall be automatically
      Converted to Base Rate Loans, as of the effective date of such notice as
      provided in the last sentence of this **Section
      2.07(d)** .




In
      the
      event any Lender shall exercise its rights under clauses (i) or (ii) of this **Section
      2.07(d)** ,
      all
      payments and prepayments of principal that would otherwise have been applied
      to
      repay the LIBOR Loans that would have been made by such Lender or the Converted
      LIBOR Loans of such Lender shall instead be applied to repay the Base Rate
      Loans
      made by such Lender in lieu of, or resulting from the Conversion of, such LIBOR
      Loans, as applicable. For purposes of this **Section
      2.07(d)** ,
      a
      notice to the Borrowers by any Lender shall be effective as to each LIBOR Loan
      made by such Lender, if lawful, on the last day of the Interest Period currently
      applicable to such LIBOR Loan; in all other cases such notice shall be effective
      on the date of receipt by the Borrowers.




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          43
          -




**Section
      2.08.**  **Not
      Used** **.**




**Section
      2.09** **.**  **Taxes** **.**




(a)  All
      payments made by Borrowers under this Agreement and the Notes shall be made
      free
      and clear of, and without deduction or withholding for or on account of, any
      present or future income, stamp or other taxes, levies, imposts, duties,
      charges, fees, deductions or withholdings, now or hereafter imposed, levied,
      collected, withheld or assessed by any Governmental Authority (all such taxes,
      levies, imposts, duties, charges, fees, deductions and withholdings being
      hereinafter called " **Taxes** "); provided , however ,
      that
      the term "Taxes" shall not include net income taxes, franchise taxes (imposed
      in
      lieu of net income taxes) and general intangibles taxes (such as those imposed
      by the State of Florida) imposed on any Agent or any Lender, as the case may
      be,
      as a result of a present, former or future connection or nexus between the
      jurisdiction of the government or taxing authority imposing such tax (or any
      political subdivision or taxing authority thereof or therein) and such Agent
      or
      such Lender other than that arising from such Agent or such Lender having
      executed, delivered or performed its obligations or received a payment under,
      or
      enforced, this Agreement, the Notes or any of the Security Documents. If any
      Taxes are required to be withheld from any amounts payable to any Agent or
      any
      Lender hereunder or under the Notes, the amounts so payable to such Agent or
      such Lender shall be increased to the extent necessary to yield to such Agent
      or
      such Lender (after payment of all Taxes) interest or any such other amounts
      payable hereunder at the rates or in the amounts specified in this Agreement
      and
      the Notes. Whenever any Taxes are payable by Borrowers in respect of this
      Agreement or the Notes, as promptly as possible thereafter Borrowers shall
      send
      to Collateral Agent for its own account or for the account of such Lender,
      as
      the case may be, a certified copy of an original official receipt received
      by
      Borrowers showing payment thereof. If a Borrower fails to pay any Taxes when
      due
      to the appropriate taxing authority or fails to remit to Collateral Agent the
      required receipts or other required documentary evidence, Borrowers shall
      indemnify Agents, Documentation Agent and Lenders for any incremental taxes,
      interest or penalties that may become payable by any Agent or any Lender as
      a
      result of any such failure. If, after any payment of Taxes by Borrowers under
      this Section, any part of any Tax paid by any Agent or any Lender is
      subsequently recovered by such Agent or such Lender, such Agent or such Lender
      shall reimburse Borrowers to the extent of the amount so recovered. A
      certificate of an officer of such Agent or such Lender setting forth the amount
      of such recovery and the basis therefor shall, in the absence of obvious error,
      be conclusive. Agents and Lenders shall use reasonable efforts to notify
      Borrowers of their attempts, if any, to obtain abatements of any such Taxes
      and
      the receipt by Agents or Lenders of any funds in connection therewith. The
      agreements in this subsection shall survive the termination of this Agreement
      and the payment of the Notes and all other amounts payable
      hereunder.




(b)  If
      any
      Lender is a "foreign corporation, partnership or trust" within the meaning
      of
      the Code, and such Lender is entitled to an exemption (or is exempt) from or
      reduction of United States withholding tax under Section 1441 or 1442 of the
      Code or any other law of the United States, or any treaty to which the United
      States is a party, such Lender will deliver to Collateral Agent and Borrowers
      prior to the first date as of which any payment is required to be made to it
      hereunder (i) two duly completed copies of United States Internal Revenue
      Service Form W-8 BEN or W-8ECI, or a successor applicable form, as the case
      may
      be, and (ii) two duly completed copies of Internal Revenue Service Form W-9
      or a
      successor applicable form, as the case may be. Each such Lender also agrees
      to
      deliver to Borrowers and Collateral Agent two further copies of the said Form
      W-8 BEN or W-8ECI and Form W-9, or successor applicable forms or other manner
      of
      certification, as the case may be, on or before the date that any such form
      expires or becomes obsolete or after the occurrence of any event requiring
      a
      change in the most recent form previously delivered by it to Borrowers, and
      such
      extensions or renewals thereof as may reasonably be requested by Borrowers
      or
      Collateral Agent, unless in any such case an event (including, without
      limitation, any change in treaty, law or regulation) has occurred prior to
      the
      date on which any such delivery would otherwise be required which renders all
      such forms inapplicable or which would prevent such Lender from duly completing
      and delivering any such form with respect to it and such Lender so advises
      Borrowers and Collateral Agent. Such Lender shall certify (x) in the case of
      a
      Form W-8BEN or W-8 ECI, that it is entitled to receive payments under this
      Agreement without deduction or withholding of any United States federal income
      taxes and (y) in the case of a Form W-9, that it is entitled to an exemption
      from United States backup withholding tax. In no event shall Borrowers be
      responsible for any loss incurred as a result of a Lender's failure to comply
      with this subsection (b).




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          44
          -




(c)  If
      any
      Lender is entitled to a reduction in the applicable withholding tax, Collateral
      Agent may withhold from any interest payment to such Lender an amount equivalent
      to the applicable withholding tax after taking into account such reduction.
      If
      the forms or other documentation required under subsection (b) above are not
      executed, completed and/or delivered to Collateral Agent, then Collateral Agent
      may withhold from any interest payment to such Lender not providing such forms
      or other documentation an amount equivalent to the applicable withholding tax.
      For purposes of this Section, a distribution hereunder by Collateral Agent
      to or
      for the account of any Lender shall be deemed a payment by
      Borrowers.




(d)  If
      the
      Internal Revenue Service or any other Governmental Authority, domestic or
      foreign, asserts a claim that Agents or Documentation Agent did not properly
      withhold tax from amounts paid to or for the account of any Lender (whether
      because the appropriate form was not delivered or was not properly executed,
      completed and/or delivered, because such Lender failed to notify Collateral
      Agent of a change in circumstances that rendered the exemption from, or
      reduction of, withholding tax ineffective, or for any other reason), such Lender
      shall indemnify each Agent and Borrowers fully for all amounts paid, directly
      or
      indirectly, by such Agent as tax or otherwise, including penalties and interest,
      and including any taxes imposed by any jurisdiction on the amounts payable
      to an
      Agent under this subsection (d), together with all costs, expenses and
      reasonable attorneys' fees incurred or paid in connection
      therewith.




(e)  If
      at any
      time a Borrower requests any Lender to deliver any forms other than
      documentation pursuant to subsection (b) above, then Borrowers shall, upon
      demand of such Lender, reimburse such Lender for any reasonable costs or
      expenses incurred by such Lender in the preparation or delivery of such forms
      or
      other documentation.




**Section
      2.10** **.**  **Indemnification
      for LIBOR Breakage Charges** **.** Borrowers, to the fullest extent permitted by applicable law, shall pay to
      Billing Agent, for the account of each Lender, promptly upon the request of
      such
      Lender delivered to Billing Agent and thereafter delivered by Billing Agent
      to
      Borrowers, such amount or amounts as shall compensate such Lender for any actual
      loss, cost or expense incurred by such Lender (as reasonably determined by
      such
      Lender) as a result of (a) failure by Borrowers to borrow, Continue or Convert
      any LIBOR Loan after having given notice of their intention to borrow, Continue
      or Convert such Loan in accordance with the provisions of this Agreement
      (whether by reason of Borrowers' election not to proceed or the non-fulfillment
      of any of the conditions to such advance), or (b) the payment (or failure
      to pay after giving notice thereof) of any LIBOR Loan in whole or in part for
      any reason prior to the end of the Interest Period relating thereto. Losses
      subject to reimbursement hereunder shall include, without limitation, lost
      margins, expenses incurred by any Lender or any participant of such Lender
      permitted hereunder in connection with the re-employment of funds prepaid,
      paid,
      repaid, not borrowed, or not paid, as the case may be, and will be payable
      whether the Maturity Date is changed by virtue of an amendment hereto (unless
      such amendment expressly waives such payment) or as a result of acceleration
      of
      the Obligations. Such indemnification may also include an amount equal to
      (i) the amount of interest which would have accrued on the amount so
      prepaid for the period from the date of such repayment (if such date is not
      the
      last day of the Interest Period) through the end of such Interest Period at
      the
      applicable rate of interest for such Loans provided for herein *minus* (ii) the
      amount of interest (as reasonably determined by such Lender) which would have
      accrued to such Lender on such amount by placing such amount on deposit for
      a
      comparable period with leading banks in the interbank Eurodollar market. Any
      such calculations of losses or damages may be calculated as described above
      whether or not the Lender actually match funds LIBOR Loans in the interbank
      Eurodollar market. The provisions of this **Section
      2.10** shall
      survive the termination of this Agreement and the payment of the Loans and
      all
      other amounts payable hereunder. The determination by each such Lender of the
      amount of any such loss or expense, when set forth in a written notice delivered
      to Billing Agent (and thereafter delivered by Billing Agent to the Borrowers),
      containing such Lender's calculation thereof in reasonable detail shall be
      presumed correct absent obvious error. For the purpose of calculating amounts
      payable to a Lender under this **Section 2.10** ,
      each
      Lender shall be deemed to have funded its relevant LIBOR Loan through the
      purchase of a deposit bearing interest at the LIBOR Rate in an amount equal
      to
      the amount of that LIBOR Loan and having a maturity comparable to the relevant
      Interest Period; provided , however ,
      that
      each Lender may fund each of its LIBOR Loans in any manner it sees fit, and
      the
      foregoing assumption shall be utilized only for the purposes of calculating
      amounts payable to the Lenders under this **Section 2.10** .




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          45
          -




**Section
      2.11** **.**  **Payments
      Under the Notes** **.**




(a)  All
      payments and prepayments made by Borrowers of principal of, and interest on,
      the
      Loans and other sums and charges payable under this Agreement, including without
      limitation, any payments under **Sections
      2.06** , **2.07** , **2.09** and **2.10** ,
      shall
      be made in immediately available funds to Billing Agent (as specified in **Section
      13.03** )
      for the
      accounts of Lenders as provided in **Section
      2.13** and
      otherwise herein and not later than 12:00 P.M. (California time) on the date
      on
      which such payment shall become due. Billing Agent shall promptly, following
      receipt of payment under this Agreement or Notes, distribute such payment to
      each affected Lender in accordance with this Agreement, and Borrowers shall
      not
      be responsible for Billing Agent's failure to do so. The failure by Borrowers
      to
      make any such payment by such hour shall not constitute a Default hereunder
      so
      long as payment is received later that day, provided that any
      such payment made after 12:00 P.M. (California time) on such due date shall
      be
      deemed to have been made on the next Business Day for the purpose of calculating
      interest on amounts outstanding on the Notes. Borrowers shall, at the time
      of
      making each payment under this Agreement or the Notes, specify to Billing Agent
      the Loans or amounts payable by Borrowers hereunder to which such payment is
      to
      be applied and in the event that it fails to so specify, or if a Default has
      occurred and is continuing, unless all of the Lenders shall otherwise consent
      thereto, Billing Agent shall distribute such payments in accordance with **Section 2.05(c)** .




(b)  If
      any
      payment hereunder or under the Notes shall be due and payable on a day which
      is
      not a Business Day, such payment shall be deemed due on the next following
      Business Day and interest shall be payable at the applicable rate specified
      herein through such extension period. Billing Agent, or any Lender for whose
      account any such payment is made, may (but shall not be obligated to) debit
      the
      amount of any such payment which is not made by 2:00 P.M. (California time)
      to
      any deposit account of Borrowers with Billing Agent or such Lender, as the
      case
      may be. Each payment received by Billing Agent under this Agreement or any
      Note
      for the account of a Lender shall be paid promptly to such Lender, in
      immediately available funds, for the account of such Lender for the Note in
      respect to which such payment is made.




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          46
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**Section
      2.12** .  **Set-Off,
      Etc** .
      Each
      Borrower hereby grants to Lenders, a lien, security interest and right of
      set-off as security for all Obligations to Lenders, whether now existing or
      hereafter arising, upon and against all deposits, credits, collateral and
      property, now or hereafter in the possession, custody, safekeeping or control
      of
      Lenders or any Affiliate of any Lender and their successors and assigns, or
      in
      transit to any of them. At any time, without demand or notice, Lenders may
      set-off the same or any part thereof and apply the same to any matured liability
      or obligation of a Borrower regardless of the adequacy of any other collateral
      securing the Notes. ANY AND ALL RIGHTS TO REQUIRE LENDERS TO EXERCISE THEIR
      RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS,
      PRIOR TO EXERCISING THEIR RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS
      OR OTHER PROPERTY OF BORROWER OR EACH BORROWER, ARE HEREBY KNOWINGLY,
      VOLUNTARILY AND IRREVOCABLY WAIVED. Each Borrower agrees that any Person which
      purchases a participation (or direct interest) in the Loans (each being
      hereinafter referred to as a " **Participant** ")
      may,
      after the identity of such Participant has been disclosed to Borrowers in
      writing, exercise all rights of set-off, bankers' lien, counterclaim or similar
      rights with respect to such participation as fully as if such Participant were
      a
      direct holder of Loans in the amount of such participation, provided that
      Borrowers were notified of such purchase. Nothing contained herein shall be
      deemed to require any Participant to exercise any such right or shall affect
      the
      right of any Participant to exercise, and retain the benefits of exercising,
      any
      such right with respect to any indebtedness or obligation of Borrowers, other
      than Borrowers' Indebtedness and Obligations under this Agreement.




**Section
      2.13** **.**  **Pro
      Rata Treatment; Sharing** **.**




(a)  Except
      to
      the extent otherwise provided herein, except with respect to the fees payable
      to
      Administrative Agent and its Affiliates pursuant to the Fee Letter and fees
      payable to Collateral Agent, and except as otherwise agreed by each Lender:
      (i) each borrowing from Revolving Credit Lenders shall be made from
      Revolving Credit Lenders pro  rata according to the amounts of their respective Revolving Credit Commitments;
      (ii)
      each borrowing from Term Loan Lenders shall be made from Term Loan Lenders pro  rata according to the amounts of their respective Term Loan Commitments;
      (iii) each payment and prepayment of principal of the Revolving Credit
      Loans shall be allocated to Revolving Credit Lenders pro  rata in
      accordance with the outstanding principal amount of the Revolving Credit Loans
      owed to such Revolving Credit Lenders; (iv) each payment of interest on the
      Revolving Credit Loans shall be allocated to Revolving Credit Lenders pro  rata in
      accordance with the outstanding principal amount owed to such Revolving Credit
      Lenders; (v) each payment and prepayment of principal of, and each payment
      of
      interest on, the Term Loans A shall be allocated to Term Loan A Lenders pro  rata in
      accordance with the outstanding principal amount owed to such Term Loan A
      Lenders; (vi) each payment and prepayment of principal of, and each payment
      of
      interest on, the Term Loans B shall be allocated to Term Loan B Lenders pro  rata in
      accordance with the outstanding principal amount owed to such Term Loan B
      Lenders; (vii) each payment of Unused Line Fees shall be allocated to Revolving
      Credit Lenders pro  rata in
      accordance with their respective Revolving Credit Commitments; (viii) each
      payment of any other sums and charges payable for Lenders' account under this
      Agreement (except for the fees under the Fee Letter) shall be allocated, as
      applicable, to Revolving Credit Lenders pro  rata in
      accordance with their respective Revolving Credit Commitments and Term Loan
      Lenders in accordance with the outstanding principal amounts of the Term Loans
      owed to such Term Loan Lenders; (ix) each reduction in the Aggregate
      Revolving Credit Commitments under **Section
      2.05** shall
      reduce the Revolving Credit Lenders' Commitments pro  rata in
      accordance with their respective Revolving Credit Commitments immediately
      preceding each such reduction; (x) each payment under **Section
      2.07** , **2.09** or **2.10** shall be
      made to each Lender in the amount required to be paid to such Lender as provided
      in such Section; and (xi) notwithstanding the foregoing, after and during
      the continuance of a Default, each distribution of cash, property, securities
      or
      other value received by any Lender, directly or indirectly, in respect of
      Borrowers' Obligations hereunder, whether pursuant to any attachment,
      garnishment, execution or other proceedings for the collection thereof or
      pursuant to any bankruptcy, reorganization, liquidation or other similar
      proceeding or otherwise, after payment of collection and other expenses as
      provided herein and in the Security Documents, shall, subject to **Section 2.05(c)(iv)** ,
      be
      apportioned among Lenders pro  rata based
      upon the respective aggregate unpaid principal amount of all Loans owed to
      each
      of them.




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(b)  Notwithstanding
      the foregoing, but subject to **Section 2.05(c)(iv)** ,
      if any
      Lender (a " **Recovering
      Party** ")
      shall
      receive any such distribution referred to in **Section
      2.13(a)(ix)** above (a
      " **Recovery** ")
      in
      respect thereof, such Recovering Party shall pay to Billing Agent for
      distribution to Lenders as set forth herein their respective pro  rata shares
      of such Recovery, based on Lenders' pro  rata shares
      of all Loans outstanding at such time, unless the Recovering Party is legally
      required to return any Recovery, in which case each party receiving a portion
      of
      such Recovery shall return to the Recovering Party its pro  rata share of
      the sum required to be returned without interest. For purposes of this
      Agreement, calculations of the amount of the pro  rata share of
      each Lender shall be rounded to the nearest whole dollar.




(c)  Each
      Borrower acknowledges and agrees that, if any Recovering Party shall be
      obligated to pay to the other Lenders a portion of any Recovery pursuant to **Section
      2.13(b)** and
      shall make such recovery payment, Borrowers shall be deemed to have satisfied
      their obligations in respect of Indebtedness held by such Recovering Party
      only
      to the extent of the Recovery actually retained by such Recovering Party after
      giving effect to the pro  rata payments
      by such Recovering Party to the other Lenders. The obligations of Borrowers
      in
      respect of Indebtedness held by each other Lender shall be deemed to have been
      satisfied to the extent of the amount of the Recovery distributed or obligated
      to be distributed to each such other Lender by the Recovering
      Party.




**Section
      2.14** .  **Non-Receipt
      of Funds by Billing**  **Agent** .
      Unless
      Billing Agent shall have been notified in writing by a Lender or Borrowers
      prior
      to the date on which such Lender or Borrowers are scheduled to make payment
      to
      Billing Agent of (in the case of a Lender) the proceeds of a Loan to be made
      by
      it hereunder or (in the case of Borrowers) a payment to Billing Agent for the
      account of any or all of Lenders hereunder (such payment being herein referred
      to as a " **Required
      Payment** "),
      which
      notice shall be effective upon actual receipt, that it does not intend to make
      such Required Payment to Billing Agent, Billing Agent may (but shall not be
      required to) assume that the Required Payment has been made and may (but shall
      not be required to), in reliance upon such assumption, make the amount thereof
      available to the intended recipient(s) on such date and, if such Lender or
      Borrowers (as the case may be) has not in fact made the Required Payment to
      Billing Agent, the recipient(s) of such payment shall, on demand, repay to
      Billing Agent for Billing Agent's own account the amount so made available
      together with interest thereon in respect of each day during the period
      commencing on the date such amount was so made available by Billing Agent until
      the date Billing Agent recovers such amount at a rate per annum equal to (a)
      the
      Federal Funds Rate for such day, with respect to interest paid by such Lender,
      or (b) the applicable rate provided under **Section
      2.02** ,
      with
      respect to interest paid by Borrowers.




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**Section
      2.15** .  **Replacement
      of Notes** .
      Upon
      receipt of evidence reasonably satisfactory to Borrowers of the loss, theft,
      destruction or mutilation of any Note and (a) in the case of any such loss,
      theft or destruction, upon delivery of an indemnity agreement reasonably
      satisfactory to Borrowers ( provided , however ,
      that if
      the holder of such Note is the original holder of such Note, its own agreement
      of indemnity shall be deemed to be satisfactory), or (b) in the case of any
      such
      mutilation, upon the surrender of such Note for cancellation, Borrowers will
      execute and deliver, in replacement of such lost, stolen, destroyed, or
      mutilated Note, a new Note of like tenor.




**Section
      2.16** **.**  **Security
      for the Obligations; Subordination; Etc.**




(a)  **Collateral** .
      Except
      as specified in **Schedule
      2.16(a)** hereto,
      the Obligations shall be secured at all times by:




(i)  a
      first
      priority perfected security interest in and lien upon all presently owned and
      hereafter acquired tangible and intangible personal property and fixtures of
      each Borrower, including without limitation any intercompany notes, obligations
      or agreements, subject only to (A) any Permitted Liens and (B) the exclusion
      of
      any License, except to the extent (if any) that such a security interest is
      permitted or not prohibited by the Act (as defined in **Section
      4.08** ),
      and
      the rules, regulations and policies of the FCC (but including, to the maximum
      extent permitted by law, all rights incident or appurtenant to any such License,
      including without limitation the right to receive all proceeds derived or
      arising from or in connection with the sale, assignment or transfer
      thereof);




(ii)  first
      mortgages on all presently owned and hereafter acquired real estate owned by
      each Borrower, subject only to any Permitted Liens, together with mortgagee's
      title insurance policies acceptable to Administrative Agent and Collateral
      Agent;




(iii)  collateral
      assignments of or leasehold mortgages on all real estate leases, in each case,
      in which any of the Borrowers now has or may in the future have an interest,
      subject only to any Permitted Liens, and such third party consents, lien
      waivers, non-disturbance agreements and estoppel certificates as Administrative
      Agent and Collateral Agent shall reasonably require, together with mortgagee's
      title insurance policies acceptable to Administrative Agent and Collateral
      Agent;




(iv)  a
      first
      priority perfected collateral assignment and/or pledge of all of the issued
      and
      outstanding Equity Securities of each Borrower and all warrants, options, and
      other rights to purchase such Equity Securities; and




(v)  first
      priority perfected collateral assignments of the Licenses and all purchase
      agreements, construction contracts, management agreements, LMAs, programming
      agreements, licenses, permits, authorizations (except for licenses and permits
      issued by the FCC to the extent it is unlawful to grant a security interest
      in
      such licenses and permits) and other agreements as Administrative Agent and
      Collateral Agent shall reasonably deem necessary to protect the interests of
      Lenders, together with such third party consents, lien waiver and estoppel
      certificates as Administrative Agent and Collateral Agent shall reasonably
      require and as permitted by the underlying document.




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          -




(b)  **Subordination** .
      Without
      limiting the generality of **Section
      7.01** ,
      all
      existing and hereafter arising Indebtedness of each Borrower to its Affiliates
      shall be subordinated to any Indebtedness of such Borrower to Lenders pursuant
      to subordination agreement(s) satisfactory in form and substance to
      Administrative Agent and Collateral Agent (each an " **Affiliate
      Subordination Agreement** "
      and
      collectively, the " **Affiliate
      Subordination Agreements** ").




(c)  **Security
      Documents** .
      All
      agreements and instruments described or contemplated in this **Section
      2.16** ,
      together with all intercreditor agreements at any time in effect with respect
      to
      Indebtedness affecting Eligible Stations, any and all other agreements and
      instruments heretofore or hereafter securing the Loans and other Obligations
      or
      otherwise executed in connection with this Agreement, as the same may be
      amended, supplemented, extended, restated, renewed or replaced from time to
      time, are sometimes hereinafter referred to collectively as the " **Security
      Documents** "
      and
      each individually as a " **Security
      Document** ".
      Each
      Borrower agrees to execute and deliver, or cause to be executed and delivered,
      any and all Security Documents, in form and substance reasonably satisfactory
      to
      Collateral Agent, and take such action as Collateral Agent may reasonably
      request from time to time in order to cause Collateral Agent and Lenders to
      be
      secured at all times as described in this Section.




(d)  **Collateral
      Agent** .
      All
      Liens under the Security Documents or otherwise securing payment of the
      Obligations shall be granted to the Collateral Agent, for the benefit of
      Lenders, Administrative Agent and Collateral Agent. All Security Documents
      and
      financing statements heretofore executed by Borrowers or authorized by Borrowers
      to be filed or recorded by WFF, as Agent, in connection with the Original Credit
      Agreement, A&R Credit Agreement, Second A&R Credit Agreement or
      otherwise shall remain in full force and effect, shall continue to secure
      payment and performance of, and to perfect the Liens intended to secure payment
      and performance of, the Obligations, and are hereby ratified and affirmed in
      all
      respects.




**Section
      2.17** **.**  **Use
      of Proceeds** .
      The
      proceeds of the Loans shall be used solely in accordance with **Schedule
      2.17** hereto.




**Section
      2.18** **.**  **Adjustments
      to Schedule 1.01** .
      Adjustments to the attached Schedule
      1.01 may be
      made from time to time as follows:




(a)  The
      respective Sale Amount of each Station listed on the attached Schedule
      1.01 may be
      adjusted from time to time (as so adjusted, an " **Adjusted
      Sale Amount** ")
      upon
      the written request of the Administrative Agent or with the consent of the
      Required Lenders following written request by the Borrowers and upon completion
      of an updated appraisal of the Collateral that is reasonably satisfactory to
      the
      Borrowers, provided , however ,
      that,
      unless an Event of Default has occurred and is continuing, no request for an
      adjustment shall be submitted by the Administrative Agent with respect to any
      Station(s) after the earlier to occur of (i) five (5) Business Days after the
      execution and delivery to Administrative Agent of a bona fide letter of intent
      or similar document with respect to the Disposition of such Stations; or (ii)
      the execution by Borrower and an unrelated third party of a bona fide definitive
      purchase and sale agreement or similar document (which is reasonably acceptable
      to Administrative Agent in the event that the Disposition is not a Pre-Approved
      Station Disposition) and delivery thereof to Administrative Agent with respect
      to such Stations, unless such purchase and sale agreement contemplates the
      sale
      of such Station(s) at an amount lower than the current Sale Amount(s), in which
      case the Administrative Agent may re-appraise such Station(s) down to the
      proposed sale price. Each appraisal shall be performed by a duly licensed
      appraiser or appraisal firm reasonably acceptable to the Borrowers and the
      Required Lenders. To the extent provided in **Section
      2.06(b)(ii)** and **(iii)** ,
      and
      except as provided in **Section
      2.18(b)** and
      except during the continuance of an Event of Default, Borrowers shall pay fees
      and expenses incurred in the performance of no more than three (3) appraisals
      of
      the entire collateral pool during any calendar year.




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          -




(b)  Borrowers
      may add Stations to Schedule
      1.01 with the
      approval of the Required Lenders, and the respective Sale Amount of each Station
      (each, an " **Additional
      Sale Amount** ")
      shall
      be determined by an appraisal reasonably satisfactory to Borrowers and Required
      Lenders, performed by a duly licensed appraiser or appraisal firm reasonably
      acceptable to the Borrowers and the Required Lenders and paid for by the
      Borrowers.




(c)  If
      either
      the Administrative Agent or the Borrower disagrees with the results of an
      appraisal delivered pursuant to **Section
      2.18(a)** or **(b)** ,
      such
      party may, within fifteen (15) Business Days after receipt of the disputed
      appraisal, deliver a written notice (a " **Dispute
      Notice** ")
      to the
      other party indicating that they are disputing such appraisal and setting forth
      the reasons for the dispute. If neither party receives a Dispute Notice within
      such fifteen (15) day period, the appraisal shall be conclusive and binding
      upon
      each of the Borrowers and Lenders. If either the Borrowers or the Required
      Lenders receives a Dispute Notice from the other party within the required
      time
      period, the Borrowers and the Required Lenders shall use reasonable efforts
      to
      reach an agreement regarding the Adjusted Sale Amount pursuant to **Section
      2.18(a)** or the
      Additional Sale Amount pursuant to **Section
      2.18(b)** ,
      as
      applicable. If an Adjusted Sale Amount or Additional Sale Amount, as applicable,
      are agreed upon by the Borrowers and Required Lenders, such amount shall replace
      the then current applicable Sale Amount listed on **Schedule
      1.01** .
      If an
      Adjusted Sale Price or Additional Sale Price, as applicable, remains under
      dispute for more than twenty (20) Business Days after receipt by the Borrowers
      or Administrative Agent of the Dispute Notice, the Borrowers and the
      Administrative Agent shall retain a second appraiser reasonably satisfactory
      to
      each party and paid for by the party that sent the Dispute Notice to conduct
      a
      second appraisal. The Adjusted Sale Price or Additional Sale Price, as
      applicable, shall be deemed to be equal to the average appraised value for
      such
      Station, calculated based upon the appraised values determined in the appraisal
      delivered pursuant to **Section
      2.18(a)** or **(b)** ,
      as
      applicable, and in the appraisal delivered pursuant to this **Section
      2.18(c)** ,
      unless
      another Sale Amount is agreed upon by the Borrowers and the Required
      Lenders.




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**III.**  **CONDITIONS
      OF MAKING THE LOANS** **.**




**Section
      3.01** **.**  **Conditions
      to the First Loans** .
      The
      obligations of Lenders to enter into this Agreement and to make Loans to
      Borrowers on the Closing Date are subject to the following
      conditions:




(a)  **Representations
      and Warranties** .
      The
      representations and warranties of each Borrower and its Affiliates set forth
      in
      this Agreement and in the other Loan Documents shall be true and correct in
      all
      material respects on and as of the date hereof and on the date of the first
      Advance (except to the extent such representations and warranties are made
      as of
      other date(s), in which case such representations and warranties shall be true
      and correct in all material respects as of such other date(s)) and each Borrower
      shall have performed all obligations which were to have been performed by it
      hereunder prior to the Closing Date (unless waived by Agents or the Required
      Lenders).




(b)  **Loan
      Documents and Organizational Documents** .
      Borrowers shall have executed and/or delivered to Collateral Agent (or shall
      have caused to be executed and delivered to Collateral Agent by the appropriate
      Persons), the following:




(i)  the
      Revolving Credit Notes and the Term Notes (if required);




(ii)  In
      order
      to create in favor of Collateral Agent, for the benefit of the Secured Parties,
      a valid, perfected, first priority (except for Permitted Liens) security
      interest in the personal property Collateral, all of the Security Documents,
      including without limitation, all Affiliate Subordination Agreements, Uniform
      Commercial Code Financing Statements and Termination Statements and all
      mortgages, deeds of trusts and amendments thereto, lessor consents and waivers
      and related title insurance policies, if any, required by Administrative Agent
      or its counsel or Collateral Agent or its counsel, in connection with Borrowers'
      compliance with the provisions of **Section 2.16** ;




(iii)  Certified
      copies (attached as required in **Part
      A** of the
      form attached as **Schedule
      3.01** )
      of all
      corporate or other action taken by the Equity Holders of each Borrower
      authorizing the execution and delivery of the Loan Documents to which it is
      a
      party (including all resolutions authorizing the incurrence of the Obligations
      and the granting of the Liens contemplated by the Loan Documents to which it
      is
      a party, to the extent required by the Organizational Documents applicable
      thereto) which have been properly adopted and have not been modified or
      amended;




(iv)  A
      copy of
      the Organizational Documents of each Borrower, with any amendments thereto,
      certified by a Duly Authorized Officer of such Borrower (attached as required
      in **Part
      A** of the
      form attached as **Schedule
      3.01** );




(v)  The
      names, true signatures and incumbency of all Duly Authorized Officers of each
      Borrower which is party to a Loan Document;




(vi)  For
      each
      Borrower, certificates of legal existence and good standing (both as to
      corporate law, if applicable, and, if available, tax matters) issued as of
      a
      reasonably recent date by the Secretary of State of such Borrower's state of
      formation or organization and of any other state in which such Borrower is
      authorized or qualified to transact business;




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          52
          -




(vii)  No
      later
      than three (3) Business Days prior to the Closing Date, true and correct copies
      of all Licenses, and all other material governmental licenses, franchises and
      permits, all material FCC Consents, Final Orders and other third party consents
      and all other material leases, contracts, agreements, instruments and other
      documents specified in **Schedules 4.04** , **4.06** , **4.07** , **4.09** and **4.16** ;




(viii)  Such
      Uniform Commercial Code, Federal tax lien and judgment searches with respect
      to
      the Borrowers and any other third parties as Agents shall require, the results
      thereof to be satisfactory to Agents;




(ix)  The
      Budget, Projections and historical financial statements of the
      Stations;




(x)  The
      Environmental Site Assessments for all owned Properties, the Environmental
      Questionnaires for all leased Properties (as required by Lenders) and similar
      diligence referenced to in **Section
      4.21** ;




(xi)  Certificates
      of insurance evidencing the insurance coverage and policy provisions required
      in
      this Agreement;




(xii)  Such
      other supporting documents and certificates as Administrative Agent, Collateral
      Agent or Lenders may reasonably request.




(c)  **Officer's
      Certificates as to Compliance, Documents, Etc** .
      Each
      Borrower shall have provided to Collateral Agent a compliance certificate
      substantially in the form of **Part
      B** of the
      form attached as **Schedule
      3.01** hereto
      or such other form as shall be satisfactory to Agents, duly executed on behalf
      of each Borrower by a Duly Authorized Officer, certifying as to satisfaction
      by
      each Borrower of the conditions to lending set forth in this **Section
      3.01** ,
      if and
      as applicable, and, specifically, as to certain matters specified
      therein.




(d)  **No
      Material Adverse Change** .
      As of
      the date hereof and as of the Closing Date, and since the dates of the most
      recent financial statements delivered to Administrative Agent and Collateral
      Agent prior to the Closing Date, no event or circumstance shall have occurred
      which could reasonably be expected to have a Material Adverse
      Effect.




(e)  **Borrower
      Counsel Opinions** .
      Administrative Agent shall have received:




(i)  the
      favorable written opinion of general corporate counsel to the Borrowers dated
      as
      of the date hereof, addressed to Administrative Agent, Collateral Agent and
      Lenders and reasonably satisfactory to Administrative Agent in scope and
      substance;




(ii)  the
      favorable written opinion of special communications counsel to the Borrowers,
      dated as of the date hereof, addressed to Administrative Agent, Collateral
      Agent
      and Lenders and reasonably satisfactory to Administrative Agent in scope and
      substance;




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          53
          -




(iii)  the
      favorable written opinion of special local counsel to the Borrowers in the
      State
      of Nevada, dated as of the date hereof, addressed to Administrative Agent,
      Collateral Agent and Lenders and reasonably satisfactory to Administrative
      Agent
      in scope and substance.




(f)  **Legal
      and Other Fees** .
      As of
      the Closing Date, all fees owed to Administrative Agent, Collateral Agent,
      Lenders and their respective Affiliates pursuant to this Agreement and under
      the
      Fee Letter, and all legal fees and expenses of counsel to Administrative Agent,
      Collateral Agent and Lenders incurred through such date shall have been paid
      in
      full.




(g)  **Site
      Inspections** .
      Administrative Agent shall have completed satisfactory field surveys (including
      audits of the books and records) of each of the Stations owned and operated
      by
      Borrowers and interviews with their management and personnel.




(h)  **Additional
      Reviews** .
      Administrative Agent and Collateral Agent shall have completed satisfactory
      reviews of Borrowers' business plans and Projections, adjusted for any planned
      Acquisitions, and received satisfactory reference checks for Borrowers' senior
      management.




(i)  **Review
      by Agents' Counsel** .
      All
      legal matters incident to the transactions hereby contemplated shall be
      reasonably satisfactory to counsel for Administrative Agent and counsel for
      Collateral Agent.




**Section
      3.02** **.**  **All
      Loans** .
      The
      obligations of Lenders to make any Loans (including Loans made on the Closing
      Date) or issue a Letter of Credit are, in each case, subject to the following
      conditions:




(a)  **Representations
      and Warranties** .
      All
      warranties and representations set forth in this Agreement and the other Loan
      Documents shall be true and correct in all material respects as of the Borrowing
      Date (except to the extent such representations and warranties are made as
      of a
      specific date in which case they shall have been true and correct in all
      material respects as of such date). Each telephonic or written request for
      Loans
      or a Letter of Credit shall constitute a representation to such effect as of
      the
      date of such request and as of the date such Loans are made.




(b)  **No
      Material Adverse Effect** .
      As of
      each Borrowing Date, no event or circumstance shall have occurred which has
      had
      or could have a Material Adverse Effect. Each telephonic or written request
      for
      Loans or a Letter of Credit shall constitute a representation to such effect
      as
      of the date of such request and as of the Borrowing Date.




(c)  **No
      Default** .
      After
      giving effect to such Loans (as of the proposed date thereof or, in respect
      of
      the covenants set forth in **Article
      V** ,
      on a *pro
      forma* basis as
      of the last day of the most recent Fiscal Quarter for which financial statements
      have been delivered to Lenders under **Section 6.05** )
      or
      Letter of Credit and the use of proceeds thereof (whether for an Acquisition
      or
      otherwise), no Default shall have occurred and be continuing. Each telephonic
      or
      written request for Loans or a Letter of Credit shall constitute a
      representation to such effect as of the date of such request and as of the
      Borrowing Date.




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          54
          -




(d)  **Loan
      Request** .
      Billing
      Agent shall have received a properly completed Loan Request, together with
      all
      such financial and other information as Billing Agent shall require to
      substantiate the current and *pro
      forma* certifications of no Default contained therein.




(e)  **Supporting
      Documents** .
      Administrative Agent and Collateral Agent shall have received such other
      supporting documents and certificates as Administrative Agent, Collateral Agent
      and the Required Lenders may reasonably request.




**Section
      3.03** .  **Loans
      Relating to Permitted Acquisitions** .
      Without
      in any way limiting the discretion of Required Lenders to approve or withhold
      approval of any Acquisition, any agreement of Revolving Credit Lenders to make
      any Revolving Credit Loan with the consent of the Required Lenders in connection
      with a proposed Permitted Acquisition (except to the extent previously satisfied
      or provided in connection with the Permitted Acquisitions described on **Schedule
      2.17)** ,
      is also
      subject to the satisfaction of the following conditions as of the date of the
      requested Advance:




(a)  **Acquisition
      Closing** .




(i)  The
      transactions contemplated by the applicable Acquisition Agreement shall be
      consummated by a Person who is or shall become a Borrower hereunder,
      contemporaneously with such Advance (except for the payment of that portion
      of
      the purchase price thereunder being paid with the proceeds of such Loan)
      substantially in accordance with the terms thereof and, in any event, in a
      manner reasonably satisfactory to Agents, including, without limitation, (1)
      the
      repayment in full in cash (simultaneously with, and from the proceeds of, the
      Loan or otherwise) of all Indebtedness of the applicable seller(s) related
      to
      the assets and properties transferred under such Acquisition Agreement to the
      extent such Indebtedness is not being assumed by the buyer, and (2) the valid
      assumption by the buyer of all other liabilities of the applicable seller(s)
      in
      respect of such assets and properties transferred under such Acquisition
      Agreement, other than liabilities not subject to assumption under such
      Acquisition Agreement which are otherwise addressed in a manner reasonably
      satisfactory to the Agents.




(ii)  Agents
      shall have received reasonable evidence of Borrowers' ability to consummate
      receipt at closing of all licenses, permits, approvals and consents, if any,
      required with respect to such Acquisition and any other related transaction
      contemplated by this Agreement (including, without limitation, any necessary
      consents of the FCC to the sale contemplated by such Acquisition Agreement
      as
      evidenced by a Final Order, and any other required consents or filings of or
      with applicable Governmental Authorities or other third parties).




(iii)  Agents
      shall have received copies of the legal opinions delivered by seller(s) pursuant
      to the applicable Acquisition Agreement in connection with such Acquisition,
      together with a letter from each Person delivering an opinion (or authorization
      within the opinion) authorizing reliance thereon by Lenders and Agents, each
      in
      form and substance reasonably satisfactory to Agents.




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(iv)  Collateral
      Agent shall have received written evidence reasonably satisfactory to Collateral
      Agent and its counsel that, except as otherwise disclosed in **Schedule
      4.09** hereto,
      all Leases covering tower and transmitter sites used by the Stations being
      acquired have lease terms (including all extension and renewal options
      exercisable unilaterally by Borrowers) through the Maturity Date.




(v)  The
      Borrowers shall have satisfied all conditions and obligations set forth in **Section
      7.04(b)** .




(vi)  The
      Borrowers shall have satisfied all other conditions reasonably imposed by
      Required Lenders in giving their consent to such Permitted
      Acquisition.




(b)  **Officer's
      Certificates as to Compliance, Solvency, Documents, Etc** .
      Borrowers shall have provided to Collateral Agent one or more compliance and
      other closing certificates, in forms reasonably satisfactory to Agents, executed
      on behalf of Borrowers by their President, chief executive officer or chief
      financial officer, as applicable, certifying as to satisfaction by Borrowers
      of
      the conditions to lending set forth in this **Article
      III** and,
      specifically, as to certain matters reasonably specified therein, including
      a
      certificate of representations, warranties, compliance and non-default
      reasonably satisfactory in form and substance to Agents, together with updated
      versions of all Schedules to this Agreement and of the Exhibits to Borrowers'
      Security Documents, and otherwise adjusting Borrowers' representations and
      warranties contained herein and therein, to the extent appropriate in connection
      with such Acquisition and approved by Agents in writing in its sole discretion
      (which certificate, only if so approved, shall be deemed an amendment of this
      Agreement and such Security Documents and shall be incorporated by reference
      herein and therein).




(c)  **Due
      Diligence** .
      Agents
      and their counsel shall have completed their due diligence review with respect
      to the proposed Permitted Acquisition, including a review of all material
      agreements, and shall be reasonably satisfied with the results of such review,
      such review to be undertaken in a reasonably timely manner following delivery
      of
      all required information by Borrowers.




(d)  **Other
      Deliveries** .
      Borrowers shall have executed and/or delivered to Collateral Agent (or shall
      have caused to be executed and delivered to Collateral Agent by the appropriate
      persons), the following:




(i)  All
      lien
      searches reasonably required by Agents with respect to Borrowers and the assets
      to be acquired pursuant to such Acquisition and the applicable seller(s) (and
      their predecessors as owners of such assets), together with all financing
      statements and termination statements (or payoff letters evidencing a commitment
      to deliver executed termination statements to the Collateral Agent promptly
      after receipt of payoff) and all Security Documents (including the Joinder
      Agreement and Security Documents of any new Subsidiaries created or acquired
      in
      connection with such Acquisition, such Security Documents to be in form and
      substance acceptable to Collateral Agent), Mortgages and related title insurance
      policies reasonably required by Agents in connection with the Borrowers'
      compliance with the provisions of **Section
      2.16** ;




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(ii)  A
      certified copy of the resolutions of the Board of Directors of Borrowers, as
      applicable, authorizing such Acquisition;




(iii)  Such
      certificates of public officials and copies of material consents, agreements
      and
      other documents and such other supporting documents and information as Agents
      shall reasonably request (including, without limitation, all employment
      contracts of key employees with appropriate non-compete clauses
      therein);




(iv)  Not
      more
      than five (5) Business Days after a Borrower's execution and delivery thereof,
      the applicable Acquisition Agreement, including detailed schedules of all owned
      and leased real property to be acquired thereunder;




(v)  If
      requested by Agents, engineering reports, environmental site assessments or
      such
      other information (including environmental questionnaires) with respect to
      owned
      and leased real properties, which shall be reasonably satisfactory in all
      respects to Agents;




(vi)  A
      balance
      sheet for Borrowers and the Station(s) to be acquired and updated projections, *pro
      forma* ,
      of the
      Acquisition and the proposed Advances and showing financial covenant compliance,
      and all other financial information required by **Section
      7.04** ;




(vii)  A
      current
      balance sheet of the seller in such Acquisition (if available and to the extent
      received by Borrowers or their Subsidiaries) and such seller's statements of
      income in respect to the Stations to be acquired;




(viii)  Certificates
      of insurance evidencing the additional insurance coverage and policy provisions
      required in this Agreement;




(ix)  Such
      Security Documents and agreements as Collateral Agent shall reasonably require;
      and




(x)  Such
      other supporting documents and certificates as Agents may reasonably
      request.




(e)  **Lender
      Approval** .
      Required Lenders, after completion of their due diligence, shall in their sole
      and absolute discretion have approved the requested Acquisition which is to
      be
      financed or refinanced by the Loan as a Permitted Acquisition. Agents and
      Required Lenders shall, on a commercially reasonable effort basis, review and
      comment within thirty (30) days of Collateral Agent's receipt from Borrowers
      of
      a signed letter of intent and preliminary due diligence package in scope and
      substance reasonably acceptable to Agents, indicating whether any proposed
      Acquisition is acceptable to Required Lenders, subject to the satisfaction
      of
      all conditions set forth herein for funding. For purposes of determining
      compliance with the conditions precedent referred to in **Sections
      3.01** , **3.02** and **3.03** as of
      the Closing Date or, with respect to Advances made hereafter, as of the
      Borrowing Date of such Advances, each Lender (other than an Agent in its
      capacity as a Lender) shall be deemed to have consented to, approved or accepted
      or be satisfied with each document or other matter which is the subject of
      such
      Lender's consideration under any of the provisions of such Sections, unless
      an
      officer of Collateral Agent responsible for the transactions contemplated by
      the
      Loan Documents shall have received written notice from such Lender at least
      five
      (5) Business Days prior to the applicable borrowing date specifying its
      objection thereto and such Lender shall have failed to make available such
      Lender's ratable share of such Advances, as the case may be.




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(f)  **Opinions** .
      Agents
      shall have received the favorable written opinions of FCC and local counsel
      to
      Borrowers, dated the date of such Advance, addressed to Agents and reasonably
      satisfactory to Agents in scope and substance.




(g)  **Fees
      and Legal Fees** .
      All
      fees required to be paid by Borrowers under the Fee Letter at the time of the
      Advance, and all reasonable legal fees and expenses of counsel to the Agents
      referred to in **Section
      13.02** incurred
      through the date of such Advance, shall have been paid in full.




(h)  **Review
      by Agents' Counsel** .
      All
      legal matters incident to the transactions contemplated hereby shall be
      reasonably satisfactory to counsel for Agents.




**IV.**  **REPRESENTATIONS
      AND WARRANTIES** .
      Each
      Borrower hereby represents and warrants to Agents and Lenders (which
      representations and warranties shall give effect to the consummation of all
      of
      the transactions referred to in **Section
      3.01** and
      shall survive the delivery of the Notes and the making of the Loans)
      that:




**Section
      4.01** **.**  **Financial
      Information** .
      Borrowers have heretofore furnished to Lenders: (i) the audited balance
      sheets of Borrowers as at December 31, 2006, and the statements of
      operations, changes in stockholders' equity and changes in financial position
      of
      Borrowers for the Fiscal Year ending on such date, and (ii) the internally
      prepared balance sheet of Borrowers as at September 30, 2007, and the statement
      of operations of Borrowers for the nine-month period ending on such date. Said
      financial statements and balance sheets have been prepared in accordance with
      GAAP applied on a basis consistent with that of preceding periods, and are
      complete and correct in all material respects and fairly present the financial
      condition of Borrowers as at said dates and the results of operations of
      Borrowers for the periods indicated. Since December 31, 2006, there has
      occurred no Material Adverse Change other than as disclosed in said balance
      sheets and financial statements. No Borrower has any material contingent
      obligations, liabilities for taxes or unusual forward or long-term commitments
      except as specifically mentioned in the foregoing financial statements. The
      Projections submitted to Lenders by Borrowers were reasonable in light of all
      information known or assumed by Borrowers at the time such financial projections
      were prepared.




**Section
      4.02** **.**  **Organization,
      Qualification, Etc** **.** Each
      Borrower (a) is duly formed, validly existing and in good standing under the
      laws of its state of incorporation, organization or formation, all as specified
      in **Schedule
      4.02** ,
      (b) has
      the power and authority to own its properties and to carry out its business
      as
      now being conducted and as presently contemplated, (c) has the power and
      authority to execute and deliver, and perform its respective obligations under,
      this Agreement, the Notes, the Loans and the Security Documents and all other
      Loan Documents to which it is a party and (d) is duly qualified to transact
      business in the jurisdictions specified in such **Schedule
      4.02** and in
      each other jurisdiction where the nature of its activities requires such
      qualification except where the failure to qualify could not reasonably be
      expected to have a Material Adverse Effect. **Schedule
      4.02** lists
      all Subsidiaries of each Borrower (including Subsidiaries which are Inactive
      Subsidiaries). None of the Inactive Subsidiaries owns any material assets or
      properties or owns, operates or is engaged in any business
      activity.




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**Section
      4.03** .  **Authorization;
      Compliance; Etc** .
      The
      execution and delivery of, and performance by Borrowers, if any, of their
      respective obligations under, this Agreement, the Notes, the Loans and the
      Security Documents, and all other Loan Documents have been duly authorized
      by
      all requisite corporate, partnership, limited liability company and other
      action, as the case may be, and will not violate any provision of law (including
      without limitation the Act, the FCC Rules and all other rules, regulations,
      administrative orders and policies of the FCC), any order, judgment or decree
      of
      any court or other agency of government, the Organizational Documents of each
      Borrower or any indenture, agreement or other instrument to which each Borrower
      is a party, or by which each Borrower is bound or be in conflict with, result
      in
      a breach of, or constitute (with due notice or lapse of time or both) a default
      under, or except as may be permitted under this Agreement, result in the
      creation or imposition of any lien, charge or encumbrance of any nature
      whatsoever upon any of the property or assets of each Borrower pursuant to,
      any
      such indenture, material agreement or instrument. Each of the Loan Documents
      constitutes the valid and binding obligation of each of the Borrowers and their
      Affiliates party thereto, enforceable against such party in accordance with
      its
      terms, subject, however to bankruptcy, insolvency, reorganization, moratorium
      and similar laws affecting the rights and remedies of creditors generally or
      the
      application of principles of equity, whether in an action in law or proceeding
      in equity, and subject to the availability of the remedy of specific performance
      or of any other equitable remedy or relief to enforce any right under any such
      agreement.




**Section
      4.04** **.**  **Governmental
      and Other Consents. Etc** .
      No
      Borrower is required to obtain any consent, approval or authorization from,
      to
      file any declaration or statement with or to give any notice to, any
      Governmental Authority, including, without limitation, any Specified Authority,
      or any other Person (including, without limitation, any notices required under
      the applicable bulk sales law) in connection with or as a condition to the
      execution, delivery or performance of any of the Loan Documents except (i)
      filings and recordings required under **Section
      2.16** and the
      Security Documents, (ii) from time to time, the Borrowers may be required to
      obtain certain authorizations of or to make certain filings with the FCC which
      are required in the ordinary course of business, (iii) copies of certain
      documents, including without limitation certain Loan Documents, may be required
      to be filed with the FCC, (iv) the FCC must be notified of the consummation
      of
      any assignments or transfers of control of FCC authorizations and ownership
      reports are required to be filed with the FCC after such consummation, (v)
      prior
      to the exercise of certain rights or remedies under the Loan Documents by Agents
      and Lenders, FCC consents and notifications with respect to such exercise may
      be
      required to be timely obtained or made, and (vi) as otherwise set forth on **Schedule
      4.04** .
      Except
      as set forth in such **Schedule
      4.04** ,
      all
      consents, approvals and authorizations described in such Schedule have been
      duly
      granted and are in full force and effect on the date hereof and all filings
      described in such Schedule have been properly and timely made.




**Section
      4.05** .  **Litigation** .
      Except
      as specified in **Schedule
      4.05** ,
      there
      is no action, suit or proceeding at law or in equity or by or before any
      Governmental Authority, including, without limitation, any Specified Authority,
      now pending or, to the knowledge of Borrowers, threatened (nor is any basis
      therefor known to Borrowers), (a) which questions the validity of any of the
      Loan Documents, or any action taken or to be taken pursuant hereto or thereto,
      or (b) against or affecting a Borrower which, if adversely determined, either
      in
      any case or in the aggregate, would have a Material Adverse Effect.




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**Section
      4.06** **.**  **Compliance
      with Laws and Agreements** .
      No
      Borrower is a party to, or subject to, any agreement or instrument containing
      any corporate, partnership, limited liability company or other restriction
      which
      would prohibit its consummation of the transaction or performance of the
      obligations contemplated by the Loan Documents. Except as set forth on **Schedule
      4.06** attached
      hereto, no Borrower is in material violation of (a) any provision of its
      Organizational Documents or of any material indenture, agreement or instrument
      to which it is a party or by which it is bound, (b) any provision of law
      (including without limitation the Act, the FCC Rules and all other rules,
      regulations, administrative orders and policies of the FCC), or (c) any order,
      judgment or decree of any court or other Governmental Authority, including,
      without limitation, any Specified Authority.




**Section
      4.07** .  **The
      Stations** . **Schedule
      4.07** hereto
      accurately and completely lists (a) all material authorizations, licenses,
      permits and franchises granted or assigned to the respective Borrowers by the
      FCC or any other public or governmental agency or regulatory body and now held
      by the respective Borrowers, including all material authorizations, licenses,
      permits and franchises, for the operation of the Stations including all
      associated boosters and translators identified on **Schedule
      4.07** ,
      and (b)
      all material authorizations, licenses, permits, franchises and construction
      permits granted or assigned to Borrowers by the FCC, and the same constitute
      the
      only material licenses, permits or franchises or other authorizations of any
      public or governmental agency or regulatory body required or advisable in
      connection with the conduct by each Borrower of its business as presently
      conducted or proposed to be conducted. All existing Licenses are in full force
      and effect, are duly issued in the name of, or validly assigned to, the
      Borrowers as identified on **Schedule
      4.07** ,
      and
      each Borrower has full power and authority to operate thereunder and in full
      material compliance therewith. The Licenses (or true copies thereof) are posted
      at the Stations in accordance with Section 73.1230 of the FCC Rules. Such
      Schedule also specifies the expiration date of each existing License. Except
      as
      set forth on **Schedule
      4.07** ,
      there
      are no pending applications, requests for special temporary authority, requests
      for extension of time, replies to complaints or other unresolved filings with
      the FCC submitted by any Borrower, nor is there pending (or, to Borrowers'
      knowledge, threatened) any action by or before the FCC to revoke, cancel,
      rescind, modify or refuse to renew in the ordinary course, any of the Licenses.
      Borrowers shall supplement **Schedule
      4.07** from
      time to time with a list of all material Licenses issued to the Borrowers with
      respect to all television broadcast stations acquired and other Permitted
      Acquisitions consummated after the date hereof.




**Section
      4.08** .  **Regulatory
      Compliance** .
      Borrowers have reviewed and evaluated in detail the applicable provisions of
      the
      Communications Act of 1934, as amended (the " **Act** "),
      and
      all applicable FCC rules and policies currently in effect (the " **FCC
      Rules** "),
      and
      all rules and policies of any other Specified Authority, including, without
      limitation, all rules and regulations governing equal employment opportunity.
      Based upon such review, the Stations are in material compliance with the Act,
      the FCC Rules and the rules of any other Specified Authority applicable to
      them.
      Without limiting the generality of the foregoing (except to the extent that
      the
      failure to comply with any of the following could not, either individually
      or in
      the aggregate, reasonably be expected to have a Material Adverse
      Effect):




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(i)  each
      Borrower has filed all material reports and other submissions required to be
      filed with the Specified Authorities by each Borrower or with respect to the
      Stations and their operations;




(ii)  the
      operation of the Stations is in compliance in all material respects with ANSI
      Standards C95.1-1982 to the extent required under applicable rules and
      regulations;




(iii)  to
      Borrowers' knowledge, all of the existing towers used in the operation of the
      Stations are obstruction-marked and lighted to the extent required by, and
      in
      accordance with, the rules and regulations of the Specified Authorities and
      appropriate notification to the Specified Authorities has been filed for each
      such tower where required by the rules and policies of the Specified
      Authorities;




(iv)  each
      Station is being operated substantially in compliance with the applicable
      Licenses; and




(v)  each
      Borrower and all persons who have an interest in the Borrowers as specified
      by
      the FCC Rules are in compliance with the provisions of Section 310 of the Act,
      relating to the interests of aliens and foreign governments.




(b)  Except
      as
      specified in **Schedule
      4.08** ,
      (i) no
      FCC proceedings against a Borrower in respect of equal employment opportunity
      violations are pending or, to Borrowers' knowledge, threatened, and (ii) there
      is not pending, issued or outstanding by or before the FCC, or to the knowledge
      of Borrowers threatened, any Order to Show Cause, Notice of Violation, Notice
      of
      Apparent Liability, Notice of Forfeiture or other investigation or material
      complaint against any of the Stations or Borrowers.




(c)  The
      assets of each Station are adequate and sufficient for all of the current
      operations of such Station as contemplated as of the date hereof.




**Section
      4.09** **.**  **Title
      to Properties; Condition of Properties; Proprietary
      Rights** **.**




(a)  Except
      as
      set forth on **Schedule
      4.09** ,
      Borrowers have good title to all Collateral free and clear of all Liens, except
      Liens permitted under **Section
      7.02** of this
      Agreement (" **Permitted
      Liens** ").
      Such **Schedule
      4.09** also
      sets forth a description of all real properties owned or leased by Borrowers
      and
      which are used in the operation of the Stations.




(b)  **Schedule
      4.09** accurately and completely lists, and sets forth a description of, all agreements
      between each Borrower and any Person relating to the location of (i) tower
      and
      transmitter sites used in the operation of the Stations and (ii) offices,
      studios and other facilities, and the same constitute the only tower site and
      other leases necessary in connection with the conduct by Borrowers of their
      businesses as presently conducted (the " **Leases** ").
      Each
      of Borrowers enjoys quiet possession under all Leases to which it is a party
      as
      lessee and which relate to the operations of the Stations, and all of such
      Leases are valid, subsisting and in full force and effect. Except as specified
      on **Schedule
      4.09** ,
      the
      term of each of such Leases (including unexercised renewal options) extends
      at
      least through the Maturity Date. None of such Leases contains any provision
      restricting the incurrence of indebtedness by the lessee.




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(c)  Except
      as
      specified in such **Schedule
      4.09** ,
      none of
      the improved real property owned or leased by each Borrower that is required
      to
      be mortgaged under **Section
      2.16(a)** is
      situated in a flood zone designated as type "A", "B" or "V" by the U.S.
      Department of Housing and Urban Development.




(d)  **Schedule
      4.09** sets
      forth an accurate and complete list of all Intellectual Property, owned by
      or
      licensed to each Borrower and used or to be used by each Borrower in connection
      with the ownership or operation of the Stations. Such Intellectual Property
      constitute all of such proprietary rights that are necessary for the operation
      of the Stations, except to the extent that their absence would not have a
      Material Adverse Effect. To Borrower's knowledge, all documents and agreements
      relating to such Intellectual Property is in full force and effect and no
      material default has occurred and is continuing under any such document or
      agreement.




(e)  To
      Borrowers' knowledge, the use by each Borrower of any Intellectual Property
      owned by such Borrower does not require the consent of any other Person and
      the
      same are freely transferable (except as otherwise provided by law). Except
      as
      described on **Schedule
      4.09** ,
      the
      Borrowers have ownership or a valid license to use all Intellectual Property
      used or to be used by it in connection with the ownership or operation of the
      Stations, free and clear of any attachments, liens, encumbrances or adverse
      claims, and, to Borrowers' knowledge, neither the present or contemplated
      activities or products of any of the Borrowers infringe upon any Intellectual
      Property of others.




**Section
      4.10** .  **Interests
      in Other Businesses** .
      Except
      as reflected in **Schedule
      4.10** or **Schedule
      4.19** hereto,
      no Borrower (a) holds or owns any of the issued and outstanding Equity
      Securities, or any rights to acquire the same, of any corporation, partnership,
      limited liability company, firm or entity or (b) engages in any business
      activities or operations other than the ownership and operation of the Stations
      and the ownership and leasing of available space on broadcast towers used by
      Borrowers for their broadcast operations.




**Section
      4.11** .  **Solvency** **.**




(a)  The
      aggregate amount of the full saleable value of the present assets and properties
      of Borrowers exceeds the amount that will be required to be paid on or in
      respect of Borrowers' existing debts and other liabilities (including probable
      contingent liabilities) as they mature.




(b)  Borrowers'
      assets and properties do not constitute unreasonably small capital for Borrowers
      to carry out their business as now conducted and as proposed to be conducted,
      including Borrowers' capital needs, taking into the account the particular
      capital requirements of such Borrower's business and the projected capital
      requirements and capital availability thereof.




(c)  Borrowers
      do not intend to, nor will Borrowers, incur debts beyond their ability to pay
      such debts as they mature, taking into account the timing and amounts of cash
      reasonably anticipated to be received by Borrowers and the amounts of cash
      reasonably anticipated to be payable on or in respect of Borrowers' obligations.
      Borrowers' cash flow, after taking into account all anticipated sources and
      uses
      of cash (including, without limitation, an issuance by EMHC of additional Equity
      Securities or Indebtedness permitted by the terms hereof in exchange for cash
      proceeds equal to $5,000,000), will be sufficient to pay all such amounts on
      or
      in respect of its indebtedness when such amounts are required to be
      paid.




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          62
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(d)  Borrowers
      believe that no reasonably anticipated final judgment in a pending action or,
      to
      its knowledge, any threatened action for money damages will be rendered at
      a
      time when, or in an amount such that, each Borrower will be unable to satisfy
      such judgment promptly in accordance with its terms (taking into account the
      maximum reasonable amount thereof and the earliest reasonable time at which
      such
      judgment might be rendered). The cash available to each Borrower, after taking
      into account all other anticipated uses of cash (including the payment of all
      such Borrower's indebtedness) is anticipated to be sufficient to pay any such
      judgment promptly in accordance with their terms.




(e)  No
      Borrower is contemplating either the filing of a petition by it under any state
      or federal bankruptcy or insolvency laws or the liquidation of all or a
      substantial portion of its property, and Borrowers have no knowledge of any
      Person contemplating the filing of any such petition against any
      Borrower.




**Section
      4.12** .  **Full
      Disclosure** .
      No
      statement of fact made by or on behalf of any Borrower in this Agreement or
      any
      other Loan Document or in any certificate or schedule furnished to Lenders
      pursuant hereto or thereto contains any untrue statement of a material fact
      or
      omits to state any material fact necessary to make statements contained therein
      or herein not misleading. There is no fact presently known to Borrowers which
      has not been disclosed to Lenders in writing which materially and adversely
      affects any Borrower, or, as far as Borrowers can reasonably foresee, could
      have
      a Material Adverse Effect, other than facts and circumstances generally known
      within the television broadcast industry.




**Section
      4.13** .  **Margin
      Stock** .
      The
      Borrowers do not own or have any present intention of acquiring any "margin
      stock" within the meaning of Regulation U (12 CFR Part 221) of the Board of
      Governors of the Federal Reserve System (herein called " **Margin
      Stock** ").




**Section
      4.14** .  **Tax
      Returns** .
      Each
      Borrower has filed all federal, state and local tax and information returns
      required to be filed (taking into account any extensions filed) and has paid
      or
      made adequate provision for the payment of all material federal, state and
      local
      taxes, franchise fees, charges and assessments shown thereon.




**Section
      4.15** .  **Pension
      Plans, Etc.**




(a)  Except
      as
      described in **Schedule
      4.15** ,
      neither
      any Borrower nor any member of the Controlled Group has any pension, profit
      sharing or other similar plan providing for a program of deferred compensation
      to any employee.




(b)  No
      Borrower and no member of the Controlled Group has any material liability (i)
      under Section 412 of the Code for failure to satisfy the minimum funding
      requirements for pension plans, (ii) as the result of the termination of a
      defined benefit plan under Title IV of ERISA, (iii) under Section 4201 of ERISA
      for withdrawal or partial withdrawal from a multiemployer plan, or (iv) for
      participation in a prohibited transaction with an employee benefit plan as
      described in Section 406 of ERISA and Section 4975 of the Code.




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**Section
      4.16** .  **Material
      Agreements** .
      Except
      for matters disclosed in **Schedules
      4.07** , **4.09** , **4.20** ,
      and **7.02** , **Schedule
      4.16** hereto
      accurately and completely lists all material agreements, if any, between
      Borrowers and their Affiliates, and all material construction, engineering,
      management, consulting and other agreements, if any, which are in effect on
      the
      date hereof in connection with the conduct of the business of Borrowers,
      including without limitation the acquisition, construction, extension and/or
      operation of the Stations.




**Section
      4.17** .  **Projections** .
      Attached as **Schedule
      4.17** are
      annual projections of the operation of EMHC's consolidated business through
      December 31, 2011 (the " **Projections** ").




**Section
      4.18** .  **Brokers,
      Etc** .
      Except
      as disclosed in **Schedule
      4.18** hereto,
      no Borrower has dealt with any broker, finder, commission agent or other similar
      Person in connection with the Loans or the transactions contemplated by this
      Agreement or is under any obligation to pay any broker's fee, finder's fee
      or
      commission in connection with such transactions.




**Section
      4.19** .  **Capitalization** .
      Attached as **Schedule
      4.19** is a
      description of the ownership relationships among Borrowers and their respective
      Affiliates, showing accurate ownership percentages of the Equity Holders (other
      than Equity Holders of EMHC) of record and accompanied by a statement of
      authorized and issued Equity Securities for each such entity as of the date
      hereof. Such **Schedule 4.19** also
      states, as of the date hereof (a) which securities, if any, carry preemptive
      rights; (b) whether there are any outstanding subscriptions, warrants or options
      to purchase any securities; (c) whether each Borrower is obligated to redeem
      or
      repurchase any of its securities, and the details of any such committed
      redemption or repurchase; and (d) any other agreement, arrangement or plan
      to
      which each Borrower is a party or participant or of which Borrower has knowledge
      which will directly or indirectly affect the capital structure of each Borrower.
      All such Equity Securities of the Borrowers are validly issued and fully paid
      and nonassessable, and owned as set forth on such **Schedule
      4.19** .
      All
      such Equity Securities of the Borrowers are owned, legally and beneficially,
      free of any assignment, pledge, lien, security interest, charge, option or
      other
      encumbrance, except for (i) Permitted Liens, (ii) restrictions on transfer
      imposed by the Organizational Documents of such Person, and (iii) restrictions
      on transfer imposed by applicable securities laws, as indicated on the
      certificates evidencing such Equity Securities or as may be imposed by the
      FCC.




**Section
      4.20** .  **Environmental
      Compliance** .
      Except
      as specified in the reports listed on **Schedule
      4.20** (copies
      of which have been provided to Agents)




(a)  To
      the
      best of each Borrower's knowledge, all real property leased, owned, controlled
      or operated by the Borrowers (the " **Properties** ")
      and
      their existing and, to the best of Borrower's knowledge, prior uses and
      activities thereon, including, but not limited to, the use, maintenance and
      operation of each of the Properties and all activities in the conduct of
      business related thereto, comply and have at all times complied in all material
      respects with all Environmental Laws, except where the failure to comply could
      not have a Material Adverse Effect.




(b)  Neither
      any of the Borrowers, nor, to the best of any Borrower's knowledge, any previous
      owner, tenant, occupant or user of any of the Properties or any other Person,
      has engaged in or permitted any operations or activities upon any of the
      Properties for the purpose of or in any way involving the handling, manufacture,
      treatment, storage, use, generation, release, discharge, refining, dumping
      or
      disposal of a material amount of any Hazardous Materials the removal of which
      is
      required or the maintenance of which is prohibited or penalized.




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          64
          -




(c)  To
      each
      Borrower's knowledge, no Hazardous Material has been or is currently located
      in,
      on, under or about any of the Properties in a manner which materially violates
      any Environmental Law or which requires cleanup or corrective action of any
      kind
      under any Environmental Law.




(d)  To
      each
      Borrower's knowledge, no notice of violation, lien, complaint, suit, order
      or
      other notice or communication concerning any alleged violation of any
      Environmental Law in, on, under or about any of the Properties, has been
      received by each Borrower or, to Borrower's knowledge, any prior owner or
      occupant of any of the Properties which has not been fully satisfied and
      complied with in a timely fashion so as to bring such Property into full
      compliance with all Environmental Laws.




(e)  The
      Borrowers have all permits and licenses required under any Environmental Law
      to
      be issued to them by any Governmental Authority on account of any or all of
      their activities on any of the Properties, (except to the extent that the
      absence of any such permit or license would not have a Material Adverse Effect)
      and are in material compliance with the terms and conditions of such permits
      and
      licenses. To Borrower's knowledge, no change in the facts or circumstances
      reported or assumed in the application for or granting of such permits or
      licenses exist, and such permits and licenses are in full force and
      effect.




(f)  To
      each
      Borrower's knowledge, no portion of any of the Properties has been listed,
      designated or identified in the National Priorities List (NPL) or the CERCLA
      information system (CERCLIS), both as published by the United States
      Environmental Protection Agency, or any similar list of sites published by
      any
      federal, state or local authority proposed for or requiring cleanup, or remedial
      or corrective action under any Environmental Law.




(g)  Each
      Borrower, at its expense, has provided to Agents and Lenders a "Transaction
      Screen" or "Phase One" site assessment (as required by Lenders) for each of
      the
      owned Properties designated by Lenders (including those owned Properties
      designated on **Schedule
      4.20** and
      required as a condition to the execution of this Agreement under **Section
      2.16** )
      (collectively, the " **Environmental
      Site Assessments** "),
      prepared by an environmental consulting firm of national reputation reasonably
      satisfactory to Lenders, together with a letter from such firm to Agents
      authorizing Agents and Lenders to rely thereon. Each of the Environmental Site
      Assessments provided to Agents and Lenders is, to Borrower's knowledge, true
      and
      accurate in all material respects. Borrower has also provided to Agents and
      Lenders an "Environmental Questionnaire" (as required by Agents) for each of
      the
      leased properties designated by Lenders (collectively, the " **Environmental
      Questionnaires** ").




**Section
      4.21** **.**  **Investment
      Company Act** .
      No
      Borrower is an "investment company" within the meaning of the Investment Company
      Act of 1940, as amended.




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          65
          -




**Section
      4.22** .  **Labor
      Matters** .
      To the
      knowledge of Borrowers, Borrowers and their respective officers, employees,
      agents and representatives have not committed any material unfair labor practice
      as defined in the National Labor Relations Act. No Borrower has been or is
      engaged in any unfair labor practice that could reasonably be expected to have
      a
      Material Adverse Effect. There has been and is (a) no unfair labor practice
      charge or complaint pending against Borrowers, or to the knowledge of Borrowers,
      threatened against any of them before the National Labor Relations Board or
      any
      other Governmental Authority and no grievance or arbitration proceeding arising
      out of or under any collective bargaining agreement or similar agreement that
      is
      so pending against Borrowers or to the knowledge of Borrowers, threatened
      against any of them, (b) no labor dispute, strike, lockout, slowdown or work
      stoppage in existence or, to the knowledge of Borrowers, threatened against,
      involving or affecting Borrowers that could reasonably be expected to have
      a
      Material Adverse Effect, (c) no labor union, labor organization, trade union,
      works council, or group of employees of Borrowers has made a pending demand
      for
      recognition or certification, and there are no representation or certification
      proceedings or petitions seeking a representation proceeding presently pending
      or, to the knowledge of Borrowers, threatened to be brought or filed with the
      National Labor Relations Board or any other Governmental Authority, and (d)
      to
      the knowledge of Borrowers, no union representation question existing with
      respect to any of the employees of Borrowers and, to the knowledge of Borrowers,
      no labor union organizing activity with respect to any employees of Borrowers
      that is taking place, except (with respect to any matter specified in clause
      (a), (b), (c), or (d) above, either individually or in the aggregate) such
      as is
      not reasonably likely to have a Material Adverse Effect.




**Section
      4.23** .  **Delaware
      Code Provisions** . Except
      for the Amended and Restated Certificate of Incorporation for EMHC, none of
      the
      Organizational Documents of Borrowers contains any provision similar to those
      set forth in Section 102(b)(2) of Title 8 of the Delaware Code.




**Section
      4.24** .  **No
      Material Adverse Effect** .
      Since
      the Closing Date or the date that the representation in this **Section
      4.24** was most
      recently made, no event, circumstance or change has occurred that has caused
      or
      evidences, either in any case or in the aggregate, a Material Adverse
      Effect.




**Section
      4.25** .  **No
      Defaults Under Loan Documents or Obligations** .
      No
      Events of Default exist, and, to Borrowers' knowledge, no Defaults exist in
      the
      Borrowers' performance, observance or fulfillment of any of the obligations,
      covenants or conditions contained in the Loan Documents or any of Borrowers'
      Obligations. Notwithstanding any other provision contained herein, however,
      Borrowers have informed Lenders that Borrowers are in Default under the
      following provisions of the Second A&R Credit Agreement, and Lenders hereby
      specifically waive such Defaults:




(a)  With
      respect to Section 5.04 of the Second A&R Credit Agreement which stipulates
      that for the twelve-month period ending December 31, 2007, Borrowers' Capital
      Expenditures shall not exceed $2,000,000 (subject to certain exceptions),
      Borrowers' Capital Expenditures for such period, when reported in accordance
      with the Second A&R Credit Agreement are expected to exceed the permitted
      amount; and




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          66
          -




(b)  With
      respect to Section 5.06 of the Second A&R Credit Agreement, which stipulates
      that, for the twelve-month period ending on December 31, 2007, Borrowers'
      consolidated revenues from business operations shall not be less than
      $40,220,000, Borrowers' consolidated revenues from business operations for
      such
      period, when reported by Borrowers in accordance with the Second A&R Credit
      Agreement, are expected to be less than the required amount; and




(c)  With
      respect to Section 5.06 of the Second A&R Credit Agreement, which further
      stipulates that, for the twelve-month period ending on December 31, 2007,
      Borrowers' minimum consolidated EBITDA shall not be less than $5,250,000,
      Borrowers' minimum consolidated EBITDA for such period, when reported by
      Borrowers in accordance with the Second A&R Credit Agreement is expected to
      be less than the required amount.




**V.**  **FINANCIAL
      COVENANTS** .
      Borrowers hereby covenant and agree that, so long as any Lender has any
      obligation to extend credit to Borrowers, or any of them, hereunder, and for
      so
      long thereafter as there remains outstanding any of the Obligations, whether
      now
      existing or arising hereafter, the Borrowers will on a consolidated
      basis:




**Section
      5.01** **.**  **Senior
      Leverage Ratio** . **[** **Section
      Intentionally Omitted** **.]**




**Section
      5.02** **.**  **Interest
      Coverage** . **[** **Section
      Intentionally Omitted** **.]**




**Section
      5.03** .  **Fixed
      Charge Coverage** . **[** **Section
      Intentionally Omitted** **.]**




**Section
      5.04** .  **Capital
      Expenditures** .
      Not
      make or incur Capital Expenditures (exclusive of Capital Expenditures consisting
      of Permitted Acquisitions or permitted reinvestments of insurance proceeds)
      on a
      consolidated basis in any calendar year in excess of $6,250,000 in any calendar
      year (beginning with calendar year 2008); provided , however ,
      that so
      long as no Event of Default shall then exist, Capital Expenditures permitted,
      but not made, in any fiscal year may be deferred and made in the subsequent
      fiscal year in addition to (and computed after the application of) permitted
      Capital Expenditures for such subsequent fiscal year specified above, provided,
      further, that no such deferred Capital Expenditures may be further deferred.
      Notwithstanding the foregoing, Capital Expenditures and Permitted Acquisitions
      which are either (i) funded solely by additional cash equity or (ii) not
      financed with the Loans and which are nonrecourse to Borrowers and the Stations,
      shall not be treated as Capital Expenditures for the purposes of this **Section 5.04** .




**Section
      5.05** **.**  **Restricted
      Payments** .
      (a) Not directly or indirectly declare, order, pay or make any Restricted
      Payment or set aside any sum or property therefor without Lenders' prior written
      consent.




(b)  Notwithstanding
      the limitations set forth in **Section 5.05(a)** ,
      EMHC
      may make scheduled distributions when due and payable in respect to its
      preferred stock if (i) no Default has occurred and is then continuing after
      giving effect to such proposed distributions, and (ii) either the Required
      Lenders have consented thereto in writing or the Required Lenders have elected
      to decline Borrowers' written offer, delivered to each Agent not less than
      three
      (3) months prior to the date of such proposed distribution, to pay all of their
      Obligations in full.




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          67
          -


**Section
      5.06** **.**  **Minimum
      Revenues and EBITDA** .
      (a) For
      each period of a length indicated below and ending on the last day of each
      calendar month indicated below, earn minimum consolidated revenues from business
      operations, minimum RTN revenues and minimum consolidated EBITDA of not less
      than the respective amounts set forth below:


Length of
                testing period
                (months):
              
              For the period ending
                on:
              
              Minimum
                Broadcasting
                Revenues to be
                not less than:
              
              Minimum RTN
                Revenues to be not
                less than:
              
              Minimum
                EBITDA to be not
                less than:1
              
              
              January 31, 2008
              
              $
              1,939,000
              
              $
              281,000
              
              $
              (2,183,000
              )2
              
              
              February 29, 2008
              
              
              3,879,000
              
              
              561,000
              
              
              (4,367,000
              )3
              
              
              March 31, 2008
              
              
              5,818,000
              
              
              842,000
              
              
              (6,550,000
              )4
              
              
              April 30, 2008
              
              
              8,180,000
              
              
              1,705,000
              
              
              (8,226,000
              )5
              
              
              May 31, 2008
              
              
              10,542,000
              
              
              2,568,000
              
              
              (9,902,000
              )6
              
              
              June 30, 2008
              
              
              12,905,000
              
              
              3,431,000
              
              
              (11,577,000
              )7
              
              
              July 31, 2008
              
              
              15,462,000
              
              
              4,907,000
              
              
              (12,647,000
              )8
              
              
              August 31, 2008
              
              
              18,019,000
              
              
              6,382,000
              
              
              (13,717,000
              )9
              
              
              September 30, 2008
              
              
              20,577,000
              
              
              7,858,000
              
              
              (14,787,000
              )10
              
              
              October 31, 2008
              
              
              23,291,000
              
              
              9,757,000
              
              
              (15,645,000
              )11
              
              
              November 30, 2008
              
              
              26,005,000
              
              
              11,657,000
              
              
              (16,504,000
              )12
              
              
              December 31, 2008
              
              
              28,719,000
              
              
              13,557,000
              
              
              (17,362,000
              )12
              
              
              January 31, 2009
              
              
              29,055,000
              
              
              17,117,000
              
              
              (14,729,000
              )12
              
              
              February 28, 2009
              
              
              29,390,000
              
              
              20,678,000
              
              
              (12,096,000
              )12
              
              
              March 31, 2009
              
              
              29,726,000
              
              
              24,239,000
              
              
              (9,463,000
              )12
              
              
              April 30, 2009
              
              
              30,135,000
              
              
              27,929,000
              
              
              (6,689,000
              )12
              
              
              May 31, 2009
              
              
              30,543,000
              
              
              31,619,000
              
              
              (3,915,000
              )12
              
              
              June 30, 2009
              
              
              30,952,000
              
              
              35,309,000
              
              
              (1,141,000
              )12
              
              
              July 31, 2009
              
              
              31,394,000
              
              
              38,954,000
              
              
              1,477,00012
              
              
              August 31, 2009
              
              
              31,837,000
              
              
              42,598,000
              
              
              4,095,00012
              
              
              September 30, 3009
              
              
              32,279,000
              
              
              46,243,000
              
              
              6,713,00012
              
              
              October 31, 2009
              
              
              32,749,000
              
              
              49,933,000
              
              
              9,469,00012
              
              
              November 30, 2009
              
              
              33,218,000
              
              
              53,622,000
              
              
              12,224,00012
              
              
              December 31, 2009
              
              
              33,688,000
              
              
              57,312,000
              
              
              14,980,00012
              
              
              January 31, 2010
              
              
              34,513,000
              
              
              62,415,000
              
              
              16,433,00012
              
              
              February 28, 2010
              
              
              35,339,000
              
              
              67,518,000
              
              
              17,886,00012
              
              
              March 31, 2010
              
              
              36,165,000
              
              
              72,620,000
              
              
              19,339,00012
              
              
              April 30, 2010
              
              
              37,170,000
              
              
              77,597,000
              
              
              22,891,00012
              
              
              May 31, 2010
              
              
              38,176,000
              
              
              82,574,000
              
              
              26,443,00012
              
              
              June 30, 2010
              
              
              39,182,000
              
              
              87,551,000
              
              
              29,995,00012
              
              
              July 31, 2010
              
              
              40,271,000
              
              
              92,319,000
              
              
              35,000,00012
              
              
              August 31, 2010
              
              
              41,360,000
              
              
              97,086,000
              
              
              40,005,00012
              
              
              September 30, 2010
              
              
              42,448,000
              
              
              101,854,000
              
              
              45,010,00012
              
              
              October 31, 2010
              
              
              43,604,000
              
              
              106,320,000
              
              
              51,145,00012
              
              
              November 30, 2010
              
              
              44,760,000
              
              
              110,787,000
              
              
              57,280,00012
              
              
              December 31, 2010
              
              
              45,915,000
              
              
              115,254,000
              
              
              63,416,00012
              
              
              January 31, 2011
              
              
              47,004,000
              
              
              116,577,000
              
              
              64,122,000


- 68
          -




(b)  In
      the
      event that a Station is sold in a Pre-Approved Station Disposition (i) the
      Minimum Broadcasting Revenues and the Minimum EBITDA set forth in **Section
      5.06(a)** above
      shall be reduced going forward on a pro forma basis by ninety percent (90%)
      of
      the Minimum Broadcasting Revenues and Minimum EBITDA allocated to such Station
      on **Schedule
      5.06** ;
      and
      (ii) the Minimum RTN Revenues set forth in **Section
      5.06(a)** above
      shall be reduced going forward on a pro forma basis by eighty-five percent
      (85%)
      of the Minimum RTN Revenues allocated to such RTN Station owned or operated
      by a
      Borrower on **Schedule
      5.06** .





**VI.**  **AFFIRMATIVE
      COVENANTS** .
      Each
      Borrower hereby covenants and agrees to and with each of Lenders that, so long
      as any Lender has any obligation to extend credit to Borrowers, or any of them
      hereunder, and for so long thereafter as there remains outstanding any of the
      Obligations, whether now existing or hereafter arising, each Borrower shall,
      and
      shall cause each of its Subsidiaries to:




**Section
      6.01** **.**  **Preservation
      of Assets; Compliance with Laws, Etc** **.**




(a)  Do
      or
      cause to be done all things necessary to preserve, renew and keep in full force
      and effect its corporate, partnership, or limited liability company existence
      and all material rights, licenses, permits and franchises (including all
      Licenses) and comply in every material respect with all laws and regulations
      applicable to it (including without limitation the Act, the FCC Rules, and
      all
      other rules, regulations, administrative orders and policies of any Governmental
      Authority, including, without limitation, any other Specified Authority), all
      material agreements to which it is a party and all agreements with its Equity
      Holders;




(b)  At
      all
      times maintain, preserve and protect all material trade names and proprietary
      rights;




(c)  Renew
      each real property Lease with respect to the operation of the Stations on a
      timely basis in accordance with its renewal terms or replace such Lease without
      disruption of Borrowers' broadcast operations or broadcast signal and provide
      Collateral Agent with all related Security Documents with respect thereto,
      as
      required by the Collateral Agent; and




(d)  Preserve
      all the remainder of its material property used or useful in the conduct of
      its
      business and keep the same in good repair, working order and condition
      (reasonable wear and tear and damage by fire or other casualty excepted), and
      from time to time, make or cause to be made all repairs, renewals, replacements,
      betterments and improvements thereto, so that the business carried on in
      connection therewith may be conducted at all times in the ordinary course in
      a
      manner substantially consistent with past practices, but taking into account
      limitations on Capital Expenditures set forth in **Section
      5.04** hereof.




-
          69
          -




**Section
      6.02** **.**  **Insurance** **.**




(a)  Keep
      all
      of its insurable properties now or hereafter owned adequately insured at all
      times against loss or damage by fire or other casualty to the extent customary
      with respect to like properties of companies conducting similar businesses
      (with
      extended coverage endorsement including hurricane, tornado and wind damage
      coverage); maintain public liability, broadcasters' liability and workers'
      compensation insurance insuring such Borrower to the extent customary with
      respect to companies conducting similar businesses; maintain workers'
      compensation insurance as required by applicable state law, and maintain
      business interruption insurance in an amount not less than three (3) months'
      of
      net profits and Total Fixed Charges of Borrowers' business, all by financially
      sound and reputable insurers and furnish to Lenders satisfactory evidence of
      the
      same (including certification by a Duly Authorized Officer of Borrowers of
      timely renewal of, and timely payment of all insurance premiums payable under,
      all such policies, which certification shall be included in the next succeeding
      Compliance Report delivered pursuant to **Section
      6.05(d)** );
      notify
      each of Lenders of any material change in the insurance maintained on its
      properties after the date hereof and furnish each of Lenders satisfactory
      evidence of any such change; maintain insurance with respect to its tower,
      transmission and/or studio facilities and related equipment in an amount equal
      to the full replacement cost thereof, provide that each insurance policy
      pertaining to any of its insurable properties shall:




(i)  name
      (A)
      Collateral Agent, on behalf of Lenders, as loss payee pursuant to a so-called
      "standard mortgagee clause" or "Lender's loss payable endorsement", with respect
      to property coverage, and (B) each Agent and each Lender, as additional insured,
      with respect to general liability coverage;




(ii)  provide
      that no action of any Borrower shall void any such policy as to Agents or
      Lenders, and




(iii)  provide
      that the insurer(s) shall notify Collateral Agent of any proposed cancellation
      of such policy at least thirty (30) days in advance thereof (unless such
      proposed cancellation arises by reason of non-payment of insurance premiums
      in
      which case such notice shall be given at least ten (10) days in advance thereof)
      and that Agents and Lenders will have the opportunity to correct any
      deficiencies justifying such proposed cancellation.




(b)  In
      the
      event of a Casualty Event affecting any asset or property of a Borrower (whether
      or not such property constitutes Collateral) (the " **Damaged
      Property** ")
      and
      provided that no Default shall have occurred and be continuing, Collateral
      Agent
      and Lenders will deliver to Borrowers (for the benefit of such Borrowers) any
      Insurance Proceeds therefrom, if Borrowers so elect following notice thereof
      provided by Collateral Agent within ten (10) days of its receipt of any
      Insurance Proceeds, provided , however that (i)
      Borrowers shall use such proceeds for the restoration or replacement of the
      Damaged Property within the applicable Restoration Period, (ii) Borrowers shall
      have demonstrated to the reasonable satisfaction of Collateral Agent that the
      Damaged Property will be restored to substantially its previous condition or
      will be replaced by substantially identical property or assets and (iii) if
      Collateral Agent, on behalf of Lenders, had a security interest in and lien
      upon
      the Damaged Property, Lenders shall have received, at the request of the
      Required Lenders, a favorable opinion from Borrowers' counsel, in form and
      substance satisfactory to the Required Lenders, as to the perfection of
      Collateral Agent's security interest in and lien upon such restored or replaced
      property or asset and such evidence satisfactory to the Required Lenders as
      to
      the priority of such security interest and liens. If Borrowers fail to elect
      the
      disbursement of such Insurance Proceeds as provided in the foregoing sentence
      within thirty (30) days following receipt of Collateral Agent's notice,
      Borrowers shall be deemed to have elected that such Insurance Proceeds be
      applied to the prepayment of the Revolving Credit Loans and that the Revolving
      Credit Commitments be permanently reduced by such amount; and in the event
      the
      Revolving Credit Commitments are permanently reduced to zero, the remaining
      proceeds shall be applied to the prepayment of the Term Loans.




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          70
          -




(c)  If
      a
      Borrower receives any disbursements of Insurance Proceeds as contemplated by **Section
      6.02(b)** ,
      but
      fails to restore or replace the Damaged Property within the applicable
      Restoration Period, as required under **Section
      6.02(b)** ,
      then
      Borrowers shall return all such disbursements to Collateral Agent for
      application, together with the balance of any related Insurance Proceeds not
      so
      disbursed, to the prepayment of the Revolving Credit Loans and the Revolving
      Credit Commitments shall be permanently reduced by such amount; and in the
      event
      the Revolving Credit Commitments are permanently reduced to zero, the remaining
      proceeds shall be applied to the prepayment of the Term Loans. Collateral Agent,
      if directed by the Required Lenders upon the occurrence and during the existence
      of any Event of Default, may elect to apply any Insurance Proceeds received
      by
      Collateral Agent pursuant to this **Section
      6.02** to the
      replacement, restoration and/or repair of the Damaged Property, in lieu of
      effecting the prepayment of the Revolving Credit Loans and reduction of the
      Revolving Credit Commitments; and in the event the Revolving Credit Commitments
      are permanently reduced to zero, the remaining proceeds shall be applied to
      the
      prepayment of the Term Loans.




(d)  If
      Borrowers or Collateral Agent, at the direction of the Required Lenders, elect
      to replace, restore and/or repair the Damaged Property as provided in **Section
      6.02(b)** or **(d)** ,
      the
      related Insurance Proceeds (and any earnings thereon) shall be held by
      Collateral Agent and shall be applied to the replacement, restoration and repair
      of the Damaged Property and advanced by Collateral Agent in periodic
      installments upon compliance by Borrowers with such reasonable conditions to
      disbursement as may be imposed by the Required Lenders, including, but not
      limited to, reasonable retention amounts and receipt of lien releases and,
      if
      determined by Collateral Agent, disbursement of such Insurance Proceeds jointly
      to Borrowers and any contractors, subcontractors and materialmen to whom payment
      is owed in connection with such repair, replacement and/or
      restoration.




(e)  Following
      the occurrence and the continuance of an Event of Default under either paragraph
      (b) or (c) of **Article
      VIII** ,
      Collateral Agent shall have no obligation to release any Insurance Proceeds
      to
      Borrowers as provided above and all such proceeds shall be applied in accordance
      with **Section 2.05(c)** ,
      and the
      Revolving Credit Commitments shall be permanently reduced by the amount of
      such
      proceeds to the extent applied to the payment of the Revolving Credit
      Loans.




(f)  With
      respect to any Casualty Event resulting in Insurance Proceeds aggregating
      $100,000 or more, Collateral Agent shall be entitled at its option to
      participate in any compromise, adjustment or settlement in connection with
      any
      claims for damage or destruction under any policy or policies of insurance,
      and
      Borrowers shall, within five (5) Business Days after request therefor, reimburse
      Collateral Agent for all reasonable out-of-pocket expenses (including reasonable
      attorneys' fees and disbursements) incurred by Collateral Agent in connection
      with such participation. Neither Borrower shall make any compromise, adjustment
      or settlement in connection with any such claim without the approval of the
      Required Lenders, which approval shall not be unreasonably withheld or
      delayed.




(g)  To
      the
      extent, if any, that any improved real property (whether owned or leased) of
      the
      Borrowers that is mortgaged as required under **Section
      2.16(a)** is
      situated in a flood zone designated as type "A", "B" or "V" by the U.S.
      Department of Housing and Urban Development, obtain and maintain flood insurance
      in coverage and amount satisfactory to Collateral Agent.




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**Section
      6.03** **.**  **Taxes,
      Etc** **.** Pay and
      discharge or cause to be paid and discharged all taxes, assessments and
      governmental charges or levies imposed upon it or upon its income and profits
      or
      upon any of its property, real, personal or mixed, or upon any part thereof,
      before the same shall become in default, as well as all lawful claims for labor,
      materials and supplies or otherwise, which, if unpaid, might become a lien
      or
      charge upon such properties or any part thereof; provided that no Borrower
      shall
      be required to pay and discharge or cause to be paid and discharged any such
      tax, assessment, charge, levy or claim so long as the validity thereof shall
      be
      contested in good faith by appropriate proceedings and it shall have set aside
      on its books adequate reserves with respect to any such tax, assessment, charge,
      levy or claim so contested; and provided, further that, in any event, payment
      of
      any such tax, assessment, charge, levy or claim shall be made before any of
      its
      property shall be seized or sold in satisfaction thereof.




**Section
      6.04** **.**  **Notice
      of Proceedings, Defaults, Adverse Change, Etc** **.** Promptly
      (and in any event within ten (10) Business Days after the discovery by a
      Borrower thereof) give written notice to each of Lenders of (a) any proceedings
      instituted or threatened against it in writing by or in any federal, state
      or
      local court or before any commission or other regulatory body, whether federal,
      state or local (including, without limitation, any Specified Authority), which,
      if adversely determined, could have a Material Adverse Effect or which seeks
      to
      enjoin or otherwise prevent the consummation or to recover any damages or obtain
      relief as a result of the transactions contemplated hereby; (b) any notices
      of
      default received by each Borrower (together with copies thereof, if requested
      by
      any Lender) with respect to (i) any alleged default under or violation of any
      of
      its material licenses, permits or franchises, including any License, or any
      material agreement to which it is a party, or (ii) any alleged default with
      respect to, or redemption or acceleration or other action under any agreement
      or
      instrument relating to any material Indebtedness of each Borrower or any
      mortgage, indenture or other similar agreement; (c) (i) any notice of any
      material violation or administrative or judicial complaint or order filed or
      to
      be filed against each Borrower and/or any real property owned or leased by
      it
      alleging any material violation of any Environmental Law or requiring it to
      take
      any action in connection with the release and/or clean-up of any Hazardous
      Materials, (ii) any notice from any governmental body or other Person alleging
      that each Borrower is or may be liable for costs associated with a release
      or
      clean-up of any Hazardous Materials or any damages resulting from such release;
      or (iii) any notice by a government entity that alleges any criminal misconduct
      by any Borrower; (d) any change in the condition, financial or otherwise, of
      any
      Borrower which could have a Material Adverse Effect; and (e) the occurrence
      of
      any Default.




**Section
      6.05** **.**  **Financial
      Statements and Reports** .
      Furnish
      to each of Administrative Agent and Collateral Agent (with multiple copies
      for
      each of Lenders, which Collateral Agent shall promptly provide to the respective
      Lenders):




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(a)  Within
      one hundred twenty (120) days after the end of each Fiscal Year, or, if earlier,
      within ten (10) Business Days after the filing of such statements and reports
      with the Securities and Exchange Commission or any state agency in accordance
      with applicable federal and state securities laws, the consolidated and
      consolidating balance sheets and statements of income of the Borrowers and
      statements of stockholder equity and cash flows of the Borrowers, together
      with
      supporting schedules in form and substance reasonably satisfactory to each
      Agent
      (and accompanied by an unaudited comparison to the prior Fiscal Year and to
      the
      Budget and an unaudited breakdown of revenues, expenses and EBITDA for each
      Borrower and each Station), audited by (except in the case of such consolidating
      statements), and delivered with the opinion of, independent certified public
      accountants selected by Borrowers and reasonably acceptable to each Agent (the
      " **Accountants** "),
      which
      opinion (A) shall not be qualified as to going concern or scope of audit, (B)
      shall be to the effect that such financial statements present fairly in all
      material respects the consolidated financial condition and results of operation
      of the Borrowers, as the case may be, as of the dates and for the periods
      indicated, in accordance with GAAP applied on a basis consistent with that
      of
      the preceding year, and shall otherwise be in form reasonably satisfactory
      to
      each Agent, and (C) shall be accompanied by a report by the Accountants to
      the
      effect that the Accountants have examined the provisions of this Agreement
      and
      that, to the best of their knowledge, no Event of Default has occurred under **Article
      V** (or, if
      such an event has occurred, a statement explaining its nature and extent); provided , however ,
      that in
      issuing such statement, the Accountants shall not be required to exceed the
      scope of normal auditing procedures conducted in connection with their opinion
      referred to above. If requested by either Agent, Borrowers shall deliver to
      such
      Agent a separate set of the foregoing statements and reports with respect to
      each Borrower;




(b)  Within
      forty-five (45) days after the end of each Fiscal Quarter in each Fiscal Year
      (including, without limitation, the Fiscal Quarter ending December 31), or,
      if
      earlier, within ten (10) Business Days after the filing of such statements
      and
      reports with the Securities and Exchange Commission or any state agency in
      accordance with applicable federal and state securities laws, the consolidated
      balance sheets and statements of income of the Borrowers, together with
      supporting schedules, setting forth in each case in comparative form the
      corresponding figures from the preceding fiscal period of the same duration,
      prepared by Borrowers in accordance with GAAP (except for the absence of notes)
      and certified by the chief financial officer of Borrowers, such balance sheets
      to be as of the close of such quarter, and such statements of income to be
      for
      the quarter then ended and the period from the beginning of the then current
      Fiscal Year to the end of such quarter (in each case subject to normal audit
      and
      yearend adjustments) and to include, in the case of the Borrowers' financial
      statements, (i) a comparison of actual results to results for the comparable
      period of the preceding Fiscal Year (if available) and projected results set
      forth in the Budget for such period, and (ii) a breakdown of revenues, expenses
      and EBITDA for each Borrower. If requested by either Agent, Borrowers shall
      deliver to such Agent a separate set of the foregoing statements and reports
      with respect to each Borrower;




(c)  Within
      thirty (30) days after the end of each calendar month in each Fiscal Year
      (including, without limitation, the calendar month ending December 31), the
      consolidated balance sheets and statements of income of the Borrowers, together
      with supporting schedules, setting forth in each case in comparative form the
      corresponding figures from the preceding fiscal period of the same duration,
      prepared by Borrowers in accordance with GAAP (except for the absence of notes)
      and certified by the chief financial officer of Borrowers, such balance sheets
      to be as of the close of such month, and such statements of income to be for
      the
      month then ended and the period from the beginning of the then current Fiscal
      Year to the end of such month (in each case subject to normal audit and yearend
      adjustments) and to include, in the case of the Borrowers' financial statements,
      (i) a comparison of actual results to results for the comparable period of
      the
      preceding Fiscal Year (if available) and projected results set forth in the
      Budget for such period, and (ii) a breakdown of revenues, expenses and EBITDA
      for each Borrower. If requested by either Agent, Borrowers shall deliver to
      such
      Agent a separate set of the foregoing statements and reports with respect to
      each Borrower;




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(d)  Concurrently
      with the delivery of any annual financial statements required by **Section 6.05(a)** and any
      quarterly financial statements required by **Section
      6.05(b)** ,
      a
      certified report (hereafter, a " **Compliance
      Report** ")
      in the
      form of **Schedule
      6.05** attached
      hereto (or otherwise in a form otherwise reasonably satisfactory to each Agent),
      with appropriate calculations, signed by a Duly Authorized Officer, (i) setting
      forth the calculations contemplated in **Article
      V** of this
      Agreement, and (ii) certifying as to the fact that such Person has examined
      the
      provisions of this Agreement and that no Default has occurred and is continuing
      (or if a Default exists, a statement explaining its nature and
      extent);




(e)  (i)
      Beginning on or before December 31, 2007, and on or before the same day of
      each
      year thereafter, an updated monthly budget approved by Borrowers, including
      planned Capital Expenditures and projected borrowings for the following Fiscal
      Year, with updated Projections showing financial covenant compliance
      (collectively, the " **Budget** "),
      for
      the operation of the Borrowers' businesses during the following Fiscal Year,
      setting forth in detail reasonably satisfactory to each Agent the projected
      results of operations of each Borrower and stating underlying assumptions,
      and
      (ii) within five (5) days after the effective date thereof, notice of any
      material changes or modifications in the Budget (which shall not include changes
      resulting from non-material adjustments to the timing of any proposed
      borrowings);




(f)  Within
      ten (10) Business Days after the receipt or filing thereof by a Borrower, as
      applicable, copies of any periodic or special reports filed by a Borrower with
      any Specified Authority and copies of material notices and other material
      communications from any Specified Authority which specifically relate to a
      Borrower, any Station or any License, but in each case only if such report
      or
      communication indicate any material adverse change in such Borrower's standing
      before any Specified Authority, any change in respect of any License which
      could
      have a Material Adverse Effect, or if copies thereof are requested by any
      Lender;




(g)  Promptly,
      and in any event within fifteen (15) calendar days after a Borrower or any
      member of the Controlled Group (i) is notified by the Internal Revenue Service
      of its liability for the tax imposed by Section 4971 of the Code, for failure
      to
      make required contributions to a pension, or Section 4975 of the Code, for
      engaging in a prohibited transaction, (ii) notifies the PBGC of the termination
      of a defined benefit pension plan, if there are not or may not be sufficient
      assets to convert the plan's benefit liabilities as required by Section 4041
      of
      ERISA, (iii) is notified by the PBGC of the institution of pension plan
      termination proceedings under Section 4042 of ERISA or that it has a material
      liability under Section 4063 of ERISA, or (iv) withdraws from a multiemployer
      pension plan and is notified that it has withdrawal liability under Section
      4202
      of ERISA which is material, copies of the notice or other communication given
      or
      sent;




(h)  Promptly
      upon receipt or issuance thereof, and in any event within fifteen (15) calendar
      days after such receipt, copies of all audit reports submitted to a Borrower
      by
      its accountants in connection with each yearly, interim or special audit of
      the
      books of any Borrower or a Subsidiary of any Borrower made by such accountants,
      including any material related correspondence between such accountants and
      Borrower's management;




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(i)  Promptly
      upon circulation thereof, and in any event within five (5) Business Days after
      such circulation, copies of any material written reports issued by a Borrower
      to
      any of its members or material creditors relating to the Loans, the Loan
      Documents or any material change in each Borrower's financial
      condition;




(j)  If,
      as a
      result of any change in accounting principles and policies (or the application
      thereof) from those used in the preparation of the financial statements
      delivered as of the Closing Date, the consolidated and consolidating financial
      statements of the Borrowers delivered pursuant to Section 6.05(a), (b) or (c)
      will differ in any material respect from the consolidated and consolidating
      financial statements that would have been delivered pursuant to such Sections
      6.05(a), (b) or (c) had no such change in accounting principles and policies
      been made, then, together with the first delivery of such financial statements
      after such change, one or more statements of reconciliation for all such prior
      financial statements in form and substance reasonably satisfactory to Required
      Lenders.




(k)  Promptly,
      and in any event within ten (10) Business Days (i) after any Material Agreement
      of a Borrower is terminated or amended in a manner that could reasonably be
      expected to have a Material Adverse Effect and (ii) after any new Material
      Agreement is entered into, deliver to Lenders, (A) a copy of such termination,
      amendment or new Material Agreement, and (B) with respect to a termination
      or
      amendment described in clause (i), a summary of actions being taken to limit
      or
      eliminate the Material Adverse Effect which may result from such termination
      or
      amendment;




(l)  Each
      year, concurrently with the delivery of the annual financial statements required
      by Section 6.05(a), Borrowers shall deliver to Collateral Agent an officer's
      certificate which either: (i) confirms that to Borrowers' knowledge, there
      has
      been no material change in the information relating to the Collateral since
      the
      later of (A) the date such information was disclosed on **Schedules
      2.16(a), 4.09, 4.10, 4.19, 7.01** ,
      and **7.02** to this
      Agreement or the Exhibits to any of the Security Agreements or (B) the date
      of
      the most recent officer's certificate delivered pursuant to this **Section
      6.05(l)** and/or
      identifies any such changes; or (ii) certifies that all Uniform Commercial
      Code
      financing statements (including fixture filings, as applicable) or other
      appropriate filings, recordings or registrations have been filed of record
      in
      each governmental, municipal or other appropriate office in each jurisdiction
      identified in such Schedule or Exhibit or pursuant to clause (i) above to the
      extent necessary to protect and perfect the security interests under the
      Security Documents for a period of not less than 18 months after the date of
      such certificate (except as noted therein with respect to any continuation
      statements to be filed within such period);




(m)  On
      or
      prior to February 28, 2008, a monthly cash flow budget for the Fiscal Year
      ending December 31, 2008 in the form of **Schedule
      5.07** ,
      and
      based upon the reasonable projections of Borrowers, showing projected cash
      flow
      both with and without the Pre-Approved Station Sales incorporated;
      and




(n)  As
      soon
      as reasonably possible after request therefor, such other information regarding
      its operations, assets, business, affairs and financial condition or regarding
      a
      Borrower or their Equity Holders or other Affiliates as any Lender may
      reasonably request, including without limitation copies of any and all material
      agreements to which a Borrower is a party from time to time.




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**Section
      6.06** .  **Inspection** .
      Permit
      employees, Agents and representatives of each Agent or Lenders to inspect,
      during normal business hours, its premises and its books and records and to
      make
      abstracts or reproductions thereof. In the absence of a Default, such
      inspections shall be limited to four (4) times per year. In connection with
      any
      such inspections, Lenders and each Agent will use reasonable efforts to avoid
      an
      unreasonable disruption of Borrowers' businesses and, to the extent possible
      and
      appropriate, and absent the existence of a Default, will give reasonable prior
      notice thereof.




**Section
      6.07** .  **Accounting
      System** .
      Maintain a system of accounting in accordance with GAAP and maintain a Fiscal
      Year ending December 31 for each of the Borrowers.




**Section
      6.08** .  **Additional
      Assurances** .
      From
      time to time hereafter:




(a)  without
      limiting the generality of **Section
      2.16(a)** ,
      execute
      and deliver or cause to be executed and delivered, such additional instruments,
      certificates and documents, and take all such actions, as Agents shall
      reasonably request for the purpose of implementing or effectuating the
      provisions of this Agreement and the other Loan Documents, including without
      limitation (i) the items set forth in **Schedule
      2.16(a)** which
      require action after the date hereof, as stated in such Schedule, and (ii)
      only
      if reasonably requested by an Agent, the execution and delivery to Collateral
      Agent of a mortgage or deed of trust or collateral assignment of lease or
      leasehold mortgage in form and substance reasonably satisfactory to Collateral
      Agent (in a recordable form and in such number of copies as Collateral Agent
      shall have reasonably requested) covering any real properties acquired by the
      Borrowers, together with any necessary consents relating thereto;




(b)  without
      limiting the generality of **Section
      2.16** ,
      at the
      request and direction of Collateral Agent, cooperate with Collateral Agent
      from
      time to time in preparing, executing and/or filing and recording such (i) timely
      continuation statements under the Uniform Commercial Code with respect to
      financing statements filed under **Section
      2.16(a)** ,
      (ii)
      new financing statements and (iii) conforming amendments to the Security
      Documents as shall be necessary from time to time to reflect the passage of
      time
      and other changed circumstances and to assure continued compliance with the
      Loan
      Documents and with **Section
      2.16** ;
      and




(c)  upon
      the
      exercise by either Agent or any Lender of any power, right, privilege or remedy
      pursuant to this Agreement or any other Loan Document which requires any
      consent, approval, registration, qualification or authorization of any
      Governmental Authority, including, without limitation, any Specified Authority,
      execute and deliver all applications, certifications, instruments and other
      documents and papers that such Agent or any Lender may be so required to
      obtain.




Nothing
      contained in this **Section
      6.08** shall
      constitute a waiver of any Event of Default arising from each Borrower's failure
      to locate, deliver and/or file or record any Security Document, any consent
      of
      any Governmental Authority or other Person or any other document required under **Section
      2.16** , **Article
      III** or
      otherwise under this Agreement.




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**Section
      6.09** .  **Renewal
      of Licenses** .
      Renew
      the Licenses in a timely manner and in accordance with all applicable provisions
      thereof.




**Section
      6.10** .  **Compliance
      with Environmental Laws** .




(a)  Comply
      in
      all material respects with all Environmental Laws and not generate, store,
      handle, process, dispose of or otherwise use and not permit any tenant or other
      occupant of any of the Properties to generate, store, handle, process, dispose
      of or otherwise use Hazardous Materials in, on, under or about the Property
      in a
      manner that could lead or potentially lead to imposition on each Borrower or
      an
      Agent or any Lender or any of the Properties of any liability or lien of any
      nature whatsoever under any Environmental Law.




(b)  Notify
      each Agent promptly in the event of any spill or other release of any Hazardous
      Material in, on, under or about any of the Properties which is required to
      be
      reported to a Governmental Authority under any Environmental Law, promptly
      forward to each Agent copies of any notices received by each Borrower relating
      to any actual or alleged violation of any Environmental Law and promptly pay
      when due any fine or assessment against Lenders, each Borrower or any of the
      Properties relating to any Environmental Law.




(c)  If
      at any
      time it is determined that the operation or use of any of the Properties
      violates any applicable Environmental Law or that there is any Hazardous
      Material located in, on, under or about the Properties which under any
      Environmental Law requires special handling in collection, treatment, storage
      or
      disposal or any other form of cleanup or remedial or corrective action, then,
      within thirty (30) days after the receipt of notice thereof from a Governmental
      Authority (or such other time period as may be specified in the notice sent
      by
      such Governmental Authority) or from Lenders, take, at its sole cost and
      expense, such actions as may be necessary to fully comply in all material
      respects with all Environmental Laws, provided, however, that if such compliance
      cannot reasonably be completed within such thirty (30) day period, the
      applicable Borrower shall commence such necessary action within such thirty
      (30)
      day period and shall thereafter diligently and expeditiously proceed to fully
      comply in all material respects and in a timely fashion with all Environmental
      Laws. Nothing herein shall prohibit Borrowers from asserting any good faith
      defenses against the applicable Governmental Authority in any governmental
      demands.




(d)  If
      a lien
      is filed against any of the Properties by any Governmental Authority resulting
      from the need to expend or the actual expending of monies arising from an action
      or omission, whether intentional or unintentional, of each Borrower or for
      which
      each Borrower is responsible, resulting in the releasing, spilling, leaking,
      leaching, pumping, emitting, pouring, emptying or dumping of any Hazardous
      Material, then, within thirty (30) days from the date that such Borrower is
      first given notice such lien has been placed against the Properties, either
      (i)
      pay the claim and remove the lien or (ii) furnish a cash deposit, bond or such
      other security with respect thereto as is satisfactory in all respects to the
      Required Lenders and is sufficient to effect a complete discharge of such lien
      on the Properties.




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(e)  At
      Borrowers' expense, if reasonably requested by an Agent in connection with
      any
      Property acquired or leased by each Borrower after the date hereof (whether
      pursuant to a Permitted Acquisition or otherwise), (i) conduct and deliver
      to
      Agents and Lenders, an Environmental Site Assessment prepared by ail
      environmental consulting firm of national reputation reasonably satisfactory
      to
      Agents, together with a letter from such firm to Agents authorizing Agents
      and
      Lenders to rely thereon, or (ii) prepare and deliver to Agents and Lenders
      true
      and accurate responses to each Agent's Environmental Questionnaire as to such
      Property.




(f)  Conduct
      any further diligence recommended under any Environmental Site Assessment and
      perform any and all Remedial Work necessary under all Environmental Laws whether
      as recommended under any Environmental Site Assessment or
      otherwise.




**Section
      6.11** .  **Amendment
      to EMHC Certificate of Incorporation** .
      At the
      first shareholders' meeting for EMHC held following the Closing Date, EMHC
      shall
      (i) cause its Amended and Restated Certificate of Incorporation (as filed with
      the Delaware Secretary of State on March 30, 2007) to be amended to delete
      any
      provisions similar to those set forth in Section 102(b)(2) of Title 8 of the
      Delaware Code and (ii) promptly thereafter, cause such amendment to be duly
      filed with the Delaware Secretary of State, with filed copies delivered to
      Administrative Agent and Collateral Agent.




**Section
      6.12** .  **Management
      Agreement** .
      Until
      such time as the Obligations are indefeasibly paid in full (except to the extent
      the Obligations are intended to survive the termination of this Agreement),
      any
      amounts due to Manager pursuant to the Management Agreement (other than the
      reimbursement of reasonable out-of-pocket expenses of the Manager) shall accrue
      and not be paid to Manager unless the Required Lenders consent to the payment
      thereof in their sole discretion.




**VII.**  **NEGATIVE
      COVENANTS** .
      Each
      Borrower covenants and agrees that, so long as any Lender has any obligation
      to
      extend credit to Borrowers, or any of them, hereunder, and for so long
      thereafter as there remains outstanding any of the Obligations, whether now
      existing or arising hereafter, unless the Required Lenders shall otherwise
      consent in writing in accordance with the terms of **Article
      XI** ,
      each
      Borrower will not, and will not permit any of its Subsidiaries to, directly
      or
      indirectly:




**Section
      7.01** **.**  **Indebtedness** .
      Incur,
      create, assume, become or be liable, directly, indirectly or contingently,
      in
      any manner with respect to, or permit to exist, any Indebtedness or liability,
      except:




(a)  Indebtedness
      of Borrowers to Lenders hereunder and under the Loans, together with
      Indebtedness owed to Underlying Issuers with respect to Underlying Letters
      of
      Credit;




(b)  Indebtedness
      among Borrowers and their Subsidiaries permitted by the Affiliate Subordination
      Agreement;




(c)  the
      Guarantees of Affiliates, if any, required by **Section
      2.16** ;




(d)  Indebtedness
      in respect of endorsements of negotiable instruments for collection in the
      ordinary course of business;




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(e)  Indebtedness
      existing on the date hereof and described in **Schedule
      7.01** hereto; provided , however ,
      that
      the terms of such Indebtedness shall not be modified or amended in an adverse
      respect nor shall payment thereof be modified without the prior written consent
      of the Required Lenders;




(f)  (i)
      Indebtedness under Capital Leases; (ii) Indebtedness consisting of purchase
      money indebtedness incurred in the purchase of real estate, equipment and
      Licenses to be used in the Borrowers' businesses; and (iii) Indebtedness arising
      under surety, indemnity, performance or other similar bonds posted for a
      Borrower relating to the construction and/or build-out of any Station and issued
      in the ordinary course of business, and any other performance or similar bonds
      posted for a Borrower and issued in the ordinary course of business; provided , however ,
      that
      (A) all Indebtedness incurred by Borrowers permitted by this subsection (f)
      shall not exceed $12,000,000 in the aggregate outstanding at any time, (B)
      not
      more than $2,000,000 of Indebtedness permitted by this subsection (f) shall
      be
      owed to a single lender or its Affiliates, and (C) all Indebtedness incurred
      under clauses (i) and (ii) of this subsection (f) shall not exceed the
      acquisition price of the assets acquired pursuant thereto;




(g)  Judgments
      against the Borrowers, not to exceed $250,000 in the aggregate at any time,
      and
      discharged, satisfied or bonded in full within sixty (60) days; and




(h)  Unsecured
      Indebtedness that is subordinated in payment and enforcement rights to
      Borrower's Obligations hereunder pursuant to the terms of a subordination
      agreement in form and substance satisfactory to Agents.




**Section
      7.02** .  **Liens** .
      Create,
      incur, assume, suffer or permit to exist any Lien of any nature whatsoever
      on
      any of its assets, ownership interests or Equity Securities, now or hereafter
      owned, other than the following (collectively, the " **Permitted
      Liens** "):




(a)  Liens
      securing the payment of taxes, assessments or government charges or levies
      either not yet due or the validity of which is being contested in good faith
      by
      appropriate proceedings, and as to which it shall have set aside on its books
      adequate reserves;




(b)  deposits
      under workers' compensation, unemployment insurance and social security laws,
      or
      to secure the performance of bids, tenders, contracts (other than for the
      repayment of borrowed money) or leases, or to secure statutory obligations
      or
      surety or appeal bonds, or to secure indemnity, performance or other similar
      bonds, all arising in the ordinary course of business;




(c)  Liens
      existing on the date hereof and described on **Schedule
      7.02** attached
      hereto;




(d)  Liens
      against the Borrowers imposed by law, such as vendors', carriers', lessors',
      warehouser's or mechanics' liens, incurred in good faith in the ordinary course
      of business;




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(e)  Liens
      arising out of a prejudgment attachment or a judgment or award against each
      Borrower with respect to which it shall currently be prosecuting an appeal,
      a
      stay of execution pending such appeal having been secured, except any such
      Lien
      arising in connection with a judgment, attachment or proceeding which gives
      rise
      to an Event of Default under paragraph (k) or (1) of **Article
      VIII** ;




(f)  Liens
      in
      favor of Collateral Agent and Lenders securing the Obligations pursuant to
      the
      Security Documents;




(g)  Liens
      against Borrowers arising under or securing Capital Leases and purchase money
      Liens securing Indebtedness described in and permitted by **Section
      7.01(f)** , provided , however ,
      that
      (i) such Liens on assets of Borrowers shall be no greater than $5,000,000 for
      each individual asset and no greater than $10,000,000 in the aggregate, and
      (ii)
      such Liens shall be confined to the assets which are acquired by Borrowers
      pursuant to such Capital Leases or assets acquired in such permitted purchase
      money financing; and




(h)  zoning
      ordinances, restrictions, easements and minor irregularities in title which
      do
      not and will not interfere with the occupation, use and enjoyment by either
      Borrower of the properties and assets subject thereto in the normal course
      of
      its business as presently conducted or materially impair the value of such
      properties and assets for the purpose of such business.




**Section
      7.03** .  **Disposition
      of Assets; Etc** .
      Sell,
      lease, transfer or otherwise dispose of its properties, assets, rights, licenses
      and franchises to any Person (including without limitation dispositions in
      exchange for similar assets and properties and commonly referred to as "asset
      swaps"), except for (a) Dispositions not required by Section 6.11 made in the
      ordinary course of business of property with an aggregate fair market value
      not
      to exceed $250,000 in any single transaction or $1,500,000 in the aggregate
      over
      the term of this Agreement (including the disposition, without replacement,
      of
      equipment and real estate which is obsolete or no longer needed by the Borrowers
      in the conduct of their businesses), (b) Dispositions consisting of the
      replacement of equipment with other equipment of at least equal utility and
      value (provided that the Lien upon such newly acquired equipment securing the
      Obligations shall have the same priority as the Lien upon the replaced
      equipment), (c) Dispositions constituting Pre-Approved Station Sales as
      defined herein, and (d) the Disposition described in **Section
      6.12** (all
      Dispositions described in this sentence, collectively, the " **Permitted
      Dispositions** ").




**Section
      7.04** .  **Fundamental
      Changes; Acquisitions** .




(a)  **Fundamental
      Changes** .




(i)  Form
      any
      Subsidiary or permit any Inactive Subsidiary to acquire or hold any assets
      or
      own or operate any business (unless such Subsidiary or Inactive Subsidiary,
      as
      applicable, becomes an additional Borrower hereunder by means of its execution
      and delivery to Administrative Agent of a Joinder Agreement) or otherwise change
      the corporate structure, organization or capitalization of a Borrower from
      that
      set forth in **Schedule
      4.19** (other
      than the formation of a Subsidiary in connection with a Permitted Acquisition
      pursuant to **Section
      7.04(b)** which
      becomes an additional Borrower hereunder by means of its execution and delivery
      to Administrative Agent of a Joinder Agreement);




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(ii)  Permit
      or
      suffer any amendment of its Organizational Documents which could have a Material
      Adverse Effect (it being expressly agreed that, except as provided in **Sections
      4.23** and **6.11** ,
      the
      inclusion in any such organizational documents of any provision similar to
      those
      set forth in Section 102(b)(2) of Title 8 of the Delaware Code is prohibited
      under this Section);




(iii)  Dissolve
      or liquidate (except that Borrowers may dissolve or liquidate Inactive
      Subsidiaries); or consolidate with or merge with, or otherwise acquire any
      television or radio broadcast properties, stations or properties of, or all
      or
      any substantial portion of the ownership interests, Equity Securities or assets
      or properties of, any corporation, partnership, limited liability company or
      other entity or acquire any other material assets (collectively, an
      " **Acquisition** "),
      other
      than Permitted Acquisitions and Capital Expenditures permitted
      hereunder;




(iv)  Issue,
      repurchase or redeem any ownership interests or Equity Securities except for
      Equity Securities (A) in respect of which such Borrower has no obligation to
      redeem or to pay cash distributions or dividends, (B) the issuance, repurchase
      or redemption of which does not result in an Event of Default and (C) which
      shall have been collaterally assigned or pledged and delivered to Lenders as
      required hereunder; or




(v)  Enter
      into any agreement to effect any of the foregoing prohibited transactions,
      other
      than subject to the consent of the Required Lenders.




(b)  **Conditions
      to Acquisitions** .
      Not
      consummate an Acquisition unless the following conditions shall have been
      satisfied in full:




(i)  If
      the
      Acquisition involves the purchase of stock or other Equity Securities, the
      same
      shall be effected in such a manner so as to assure that the acquired entity
      becomes a Subsidiary which is wholly owned by the acquiring Borrower and, unless
      such Acquisition is described on **Schedule
      2.17** ,
      immediately following the acquisition thereof, either (A) is merged into such
      acquiring Borrower, or (B) becomes a Borrower hereunder by means of executing
      and delivering to Agents a Joinder Agreement.




(ii)  Borrowers
      shall have delivered to Administrative Agent and Collateral Agent for the
      benefit of Lenders the following:




(A)  no
      later
      than forty-five (45) days (or such shorter period as may be reasonably
      practicable, if approved by Required Lenders) prior to the consummation of
      such
      Acquisition, copies of the forms of any additional agreements or instruments
      to
      be executed at the closing under the applicable Acquisition Agreement (to the
      extent available), and all applicable financial information, including new
      Projections, through the Maturity Date, updated to reflect such Acquisition
      and
      any related transactions,




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(B)  promptly
      following a request therefor, copies of such other information or documents
      relating to such Acquisition as Administrative Agent or Collateral Agent shall
      have reasonably requested,




(C)  at
      least
      forty-five (45) days prior to the closing of such Acquisition, an opening
      balance sheet showing Borrowers' *pro
      forma* financial condition after the consummation of such Acquisition and the making
      of
      the Loans to be made on the date thereof, as if they occurred on the most
      recently ended month for which financial information is available,
      and




(D)  promptly
      following the consummation of such Acquisition, certified copies of the
      agreements, instruments and documents referred to above to the extent the same
      has been executed and delivered at the closing under such Acquisition
      Agreement.




(iii)  Administrative
      Agent, Collateral Agent and their respective counsel shall have had sufficient
      time prior to the completion of such Acquisition to complete their due diligence
      review with respect to such Acquisition, including a review of all Acquisition
      Documents and material agreements, and shall be reasonably satisfied with the
      results of such review. Any such Acquisition (other than Acquisitions described
      in **Schedule
      2.17** )
      shall
      have been approved in writing by Required Lenders, in their sole discretion
      acting in good faith.




(iv)  In
      connection with such Acquisition, Borrowers shall deliver to Administrative
      Agent and Collateral Agent a complete and correct copy of the applicable
      Acquisition Agreement (including all schedules, exhibits, amendments,
      supplements, modifications, assignments and all other documents delivered
      pursuant thereto or in connection therewith). No party thereto shall be in
      default in the performance or compliance with any provisions thereof. The
      Acquisition Agreement shall comply with all applicable laws, and, upon
      consummation of the transactions contemplated by the Acquisition Agreement,
      shall not have been terminated, rescinded or withdrawn. All requisite approvals
      by Governmental Authorities having jurisdiction over the seller, Borrowers
      and
      other Persons referenced therein with respect to the transactions contemplated
      by the Acquisition Agreement, shall have been obtained, and no such approvals
      shall impose any conditions to the consummation of the transactions contemplated
      by the Acquisition Agreement or to the conduct by any Borrower of its business
      thereafter. To Borrowers' knowledge, none of the seller's representations or
      warranties in the Acquisition Agreement, upon consummation of the transactions
      contemplated by the Acquisition Agreement, shall contain any untrue statement
      of
      a material fact or omit any fact necessary to make the statements therein not
      misleading. Each of the representations and warranties given by any Borrower
      in
      the Acquisition Agreement, upon consummation of the transactions contemplated
      by
      the acquisition, shall be true and correct in all material
      respects.




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(v)  All
      consideration paid for each Acquisition shall be payable in full on the date
      of
      such Acquisition, whether by cash, by issuance of Equity Securities or by
      capital contribution of Equity Holders, to the extent such issuances and capital
      contributions are permitted hereunder, except for customary earn-outs,
      postclosing adjustments, escrows, holdbacks, indemnities and similar
      arrangements, provided that, unless such Acquisition is described on **Schedule
      2.17** ,
      each of
      the escrow and other agreements evidencing any such arrangement shall expressly
      provide for the acknowledgment, confirmation and approval by each of the parties
      thereto (including, without limitation, any escrow agent or similar party)
      of
      Collateral Agent's first priority perfected collateral assignment of, and
      security interest in, such agreement, any Borrower's rights therein and in
      the
      proceeds of such Liens and the enforcement thereof, in each case in a manner
      reasonably satisfactory to Administrative Agent and Collateral
      Agent.




(vi)  No
      Borrower shall, in connection with any such Acquisition, assume or become liable
      with respect to any Indebtedness (including any material tax or ERISA liability)
      of the related seller, except to the extent permitted under **Section
      7.01** and any
      other such liabilities or obligations not permitted to be assumed or otherwise
      supported by any of the Borrowers hereunder shall be paid in full or released
      as
      to the assets being so acquired on or before the consummation of such
      Acquisition.




(vii)  All
      assets and properties acquired in connection with any such Acquisition shall
      be
      free and clear of any liens, charges and other encumbrances, other than
      Permitted Liens.




(viii)  Borrowers
      shall have complied with all of the provisions in **Sections
      2.12** and **3.03** to the
      extent applicable, including the execution and delivery of such additional
      agreements, instruments, certificates, documents, consents, Environmental Site
      Assessments, Environmental Questionnaires, opinions and other papers as
      Administrative Agent and Collateral Agent may reasonably require.




(ix)  Without
      limiting the generality of the foregoing, after giving effect to such
      Acquisition, Borrowers shall be in compliance with the provisions of **Article
      V** ,
      (i)
      calculated on a *pro
      forma* basis as
      of the end of the fiscal quarter most recently ended prior to the date of such
      Acquisition for which financial statements are required to be provided (and
      have
      been so delivered) under **Section
      6.05** and (ii)
      under Borrowers' updated Projections referred to above. Borrowers shall provide
      to Administrative Agent and Collateral Agent a certificate signed on behalf
      of
      Borrowers by their chief financial officer demonstrating such compliance in
      reasonable detail and to the effect set forth in paragraph (ii)
      above.




(x)  No
      Default shall exist as of the date of such Acquisition or after giving effect
      thereto.




(xi)  The
      Required Lenders shall have consented to and approved such proposed
      Acquisition.




**Section
      7.05** **.**  **Sale
      and Leaseback** .
      Enter
      into any arrangements, directly or indirectly, with any Person whereby it shall
      sell or transfer any property, real, personal or mixed, used or useful in its
      business, whether now owned or hereafter acquired, and thereafter rent or lease
      such property, provided , however ,
      that
      Borrowers may leaseback assets disposed of in a Pre-Approved Station Sale upon
      terms reasonably satisfactory to Agents and with Agents' consent, not to be
      unreasonably withheld.




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**Section
      7.06** **.**  **Investments** .
      (a)
      Except for Permitted Investments and Permitted Acquisitions, purchase, invest
      in
      or otherwise acquire or hold Equity Securities, including without limitation
      capital stock, partnership interests, membership interests and other equity
      interests and evidences of indebtedness of, or make loans or advances to, or
      enter into any arrangement for the purpose of providing funds or credit to,
      any
      other Person; nor (b) permit any Subsidiary engaged in a broadcasting operation
      to make an investment in or loan to any Person that is not engaged in a
      broadcasting operation and EMHC agrees not to make any investment in or loan
      to
      any Person that is not engaged in a broadcasting operation with any funds
      derived from EMHC's broadcasting operations or the broadcasting operations
      of
      any of its Subsidiaries.




**Section
      7.07** .  **Change
      in Business** .
      Engage,
      directly or indirectly, in any business other than the businesses in which
      it is
      currently engaged, being the ownership and operation of television broadcast
      and
      radio broadcast properties and the Stations and other activities reasonably
      related thereto; provided , however ,
      that
      EMHC may engage in the activities described in the Projections attached hereto
      as **Schedule
      4.17** .




**Section
      7.08** **.**  **Accounts
      Receivable** .
      Sell,
      assign, discount or dispose in any way of any accounts receivable, promissory
      notes or trade acceptances held by a Borrower, with or without recourse, except
      for collection (including endorsements) in the ordinary course of
      business.




**Section
      7.09** **.**  **Transactions
      with Affiliates** .
      Except
      for the agreements set forth on **Schedule
      7.09** ,
      enter
      into any transaction, including, without limitation, the purchase, sale or
      exchange of property or assets or the rendering or accepting of any service,
      with or to any Affiliate of a Borrower, except in the ordinary course of
      business and pursuant to the reasonable requirements of its business and upon
      terms not less favorable to such Borrower than it could obtain in a comparable
      arm's-length transaction with an unrelated third party.




**Section
      7.10** **.**  **Amendment
      of Certain Agreements, Etc** **.**




(a)  Except
      as
      set forth in **Schedule
      7.10** ,
      amend,
      modify or terminate the Organizational Documents of a Borrower, any material
      agreement to which a Borrower is a party, including, without limitation, those
      agreements listed on **Schedule
      4.16** ,
      or
      enter into any material agreement, if, in any such case, the effect thereof
      would be (i) to confer additional rights upon the other parties thereto which
      could have a Material Adverse Effect, or (ii) to increase materially the
      obligations of a Borrower thereunder; or




(b)  Amend
      or
      modify any License except for any amendments or modifications (1) required
      by
      applicable law; (2) required in connection with the renewal of any License;
      or
      (3) which would not materially and adversely change the rights, duties and
      obligations of a Borrower under such License.




**Section
      7.11** **.**  **ERISA** .
      (a)
      Fail to make contributions to pension plans required by Section 412 of the
      Code,
      (b) fail to make payments required by Title IV of ERISA as the result of the
      termination of a single employer pension plan or withdrawal or partial
      withdrawal from a multiemployer pension plan, or (c) fail to correct a
      prohibited transaction with an employee benefit plan with respect to which
      it is
      liable for the tax imposed by Section 4975 of the Code.




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**Section
      7.12** **.**  **Margin
      Stock** .
      Use or
      permit the use of any of the proceeds of the Loans, directly or indirectly,
      for
      the purpose of purchasing or carrying, or for the purpose of reducing or
      retiring any Indebtedness which was originally incurred to purchase or carry,
      any Margin Stock or for any other purpose which might constitute the
      transactions contemplated hereby to be a "purpose credit" within the meaning
      of
      Regulation U (12 CFR Part 221) of the Board of Governors of the Federal Reserve
      System, or cause any Loan, the application of proceeds thereof or this Agreement
      to violate Regulation U, Regulation T or Regulation X of the Board of Governors
      of the Federal Reserve System or any other regulation of such Board or the
      Securities Exchange Act of 1934, as amended, or any rules or regulations
      promulgated under such statutes.




**Section
      7.13** **.**  **Negative
      Pledges, Etc** .
      Enter
      into any agreement (excluding this Agreement and the Loan Documents) prohibiting
      (a) a Borrower from amending or otherwise modifying this Agreement or any other
      Transaction Document, or (b) the creation or assumption of any Lien upon the
      properties, revenues or assets of, or the extension of any guaranty by, a
      Borrower, whether now owned or hereafter acquired.




**Section
      7.14** **.**  **LMAs,
      Etc** .
      Except
      in connection with a Permitted Acquisition and as approved by Required Lenders,
      enter into any LMA or other similar arrangement other than existing LMAs
      specified on **Schedule
      7.14** .




**Section
      7.15** **.**  **Deposit
      Account Maintenance** .
      Maintain at any time funds in any deposit account that is not covered by a
      control agreement executed by the depository bank with which such account is
      maintained, the named account holder and the Collateral Agent, except (i)
      payroll accounts holding funds to be distributed in full in accordance with
      payroll distribution instructions, (ii) accounts with trust funds payable to
      the
      Internal Revenue Service on account of payroll taxes relating to the operations
      of Borrowers, (iii) in addition to the accounts described in the foregoing
      clauses (i) and (ii), any single account with funds not in excess of $25,000
      so
      long as the aggregate funds in all accounts of EMHC and its subsidiaries not
      covered by a control agreement and not described in clause (i) or (ii) hereof
      does not exceed $100,000.




**VIII.**  **DEFAULTS** Upon the
      occurrence of any of the following events (each of which is herein sometimes
      called an " **Event
      of Default** "):




(a)  any
      representation or warranty made by or on behalf of a Borrower, or any of its
      Affiliates, in this Agreement or any other Loan Document, or in any report,
      certificate, financial statement or other instrument furnished in connection
      with this Agreement or the borrowings hereunder, shall prove to have been false
      or misleading in any material respect when made or reconfirmed;




(b)  any
      default in the payment of the principal of the Loans, when the same shall become
      due and payable, and continuance of such default for a period of five (5)
      Business Days;




(c)  any
      default in the payment of any interest on the Loans, or any premium, fee or
      other Obligation of a Borrower or Borrowers to an Agent or any Lender under
      any
      Loan Document when the same shall become due and payable, and continuance of
      such default for a period of five (5) Business Days;




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(d)  (i)
      any
      default by any Person other than an Agent or any Lender in the due observance
      or
      performance of, or compliance with, any covenant, condition or agreement
      contained in **Sections
      6.02, 6.03** (but
      only if the same involves any seizure of property), **6.04,
      6.05, 6.06, 6.07, 6.09** , **6.10** or **6.12** of
      this
      Agreement and the continuation of such default for a period of ten (10) Business
      Days following the date a Borrower receives notice of, or has actual knowledge
      of, the occurrence thereof, or (ii) any default by any Person other than an
      Agent or any Lender in the due observance or performance of, or compliance
      with,
      any covenant, condition or agreement contained in that certain Side Letter
      Agreement of even date herewith by and among Borrowers, Agents and Lenders,
      in **Articles
      V, VI** (other
      than as set forth in the preceding clause (i)) and **VII** of this
      Agreement, or in any other Loan Document and, in the case of a default under
      any
      Loan Document, continuance of such default unremedied for more than the
      applicable grace period, if any, specified therein;




(e)  any
      default by any Person other than an Agent or any Lender in the due observance
      or
      performance of, or compliance with, any other covenant, condition or agreement
      to be observed or performed pursuant to the terms of this Agreement, pursuant
      to
      the terms of any Loan Document entered into with an Agent, or pursuant to the
      terms of any other agreement by and between a Borrower or Borrowers on the
      one
      hand and any Lender on the other hand, which default is not otherwise referred
      to in this **Article
      VIII** and
      shall continue unremedied for ten (10) Business Days after the earlier to occur
      of (1) the discovery by a Borrower of such default or (2) written notice thereof
      from an Agent to Borrowers; provided , however ,
      that if
      such default cannot be remedied, then such default shall be deemed to be an
      Event of Default as of the date of the occurrence thereof;




(f)  any
      default with respect to any Indebtedness of any Borrower (other than the
      Obligations), or default under any agreement giving rise to monetary remedies,
      in each case which, when aggregated with all other such defaults of the
      Borrowers, exceeds $50,000, if the effect of such default is to cause or to
      permit the holder of such Indebtedness to cause the acceleration of the maturity
      of such Indebtedness, unless such holder shall have permanently waived the
      right
      to accelerate the maturity of such Indebtedness on account of such
      default;




(g)  (i)
      any
      Borrower or any Subsidiary shall lose, fail to keep in force, suffer the
      termination, suspension or revocation of, or terminate, forfeit or suffer an
      amendment to, any material License at any time held by it; or (ii) any
      Governmental Authority shall schedule or conduct a hearing on the renewal or
      revocation of any material License held by such Person and the Required Lenders
      shall reasonably and in good faith conclude, after consultation with the Agents'
      special communications counsel, that the result thereof is reasonably likely
      to
      be the termination, revocation, suspension, or material adverse amendment of
      such License;




(h)  to
      the
      extent that the following could have a Material Adverse Effect, the on-the-air
      broadcast operations of any Station shall be interrupted at any time for more
      than (x) seventy-two (72) consecutive hours, or (y) in the event of force  majeure ,
      five
      (5) days;




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(i)  any
      Borrower or any Subsidiary shall discontinue its business or shall (i) apply
      for
      or consent to the appointment of a receiver, trustee, custodian or liquidator
      of
      it or any of its property, (ii) be unable, or admit in writing its inability,
      to
      pay its debts as they mature, (iii) make a general assignment for the benefit
      of
      creditors, (iv) be adjudicated a bankrupt or insolvent or be the subject of
      an
      order for relief under Title 11 of the United States Code or (v) file a
      voluntary petition in bankruptcy, or a petition or an answer seeking
      reorganization or an arrangement with creditors or to take advantage of any
      bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
      liquidation law or statute, or an answer admitting the material allegations
      of a
      petition filed against it in any proceeding under any such law or corporate
      action shall be taken for the purpose of effecting any of the
      foregoing;




(j)  there
      shall be filed against a Borrower or a Subsidiary an involuntary petition
      seeking reorganization of such Person or the appointment of a receiver, trustee,
      custodian or liquidator of such Person or a substantial part of its assets,
      or
      an involuntary petition under any bankruptcy, reorganization or insolvency
      law
      of any jurisdiction, whether now or hereafter in effect, and such involuntary
      petition shall be granted or shall not have been dismissed within sixty (60)
      days thereof;




(k)  a
      final
      judgment for the payment of money which, when aggregated with all other
      outstanding judgments against the Borrowers, exceeds $250,000 shall be rendered
      against a Borrower, and the same shall remain undischarged (unless fully bonded
      upon terms satisfactory to the Required Lenders) for a period of sixty (60)
      consecutive days, during which execution shall not be effectively
      stayed;




(1)  the
      occurrence of any attachment of any deposits or other property of a Borrower
      in
      the hands or possession of Administrative Agent, Collateral Agent or any of
      Lenders, or the occurrence of any attachment of any other property of a Borrower
      in an amount which, when aggregated with all other attachments against the
      Borrowers, exceeds $250,000 and which shall not be discharged within sixty
      (60)
      days of the date of such attachment;




(m)  for
      any
      reason, the Equity Holders of a Borrower (other than the Equity Holders of
      EMHC)
      on the date hereof or their respective Affiliates shall together cease to own
      and control all of the issued and outstanding Equity Securities of such
      Borrower;




(n)  for
      any
      reason, the current managers of any Station shall cease to perform their current
      executive and managerial duties with the Stations and substitutes therefor
      reasonably acceptable to the Required Lenders shall not have been engaged and
      commenced employment within 180 days thereafter;




(o)  the
      occurrence of an event of default as defined in any Security
      Document;




(p)  for
      any
      reason any Security Document or other Loan Document shall not be in full force
      and effect or shall not be enforceable in accordance with its terms, or any
      Lien(s) granted pursuant thereto shall fail to be perfected (other than by
      any
      error, omission or act or failure to act by any Lender, Administrative Agent
      or
      Collateral Agent), or any Person other than Administrative Agent, Collateral
      Agent or Lenders shall contest the validity of the Lien(s) granted under, or
      shall disaffirm its obligations under, any Security Document or other Loan
      Document;




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(q)  for
      any
      reason less than one hundred percent (100%) of the issued and outstanding Equity
      Securities of each Borrower (other than EMHC) are pledged to Collateral Agent
      on
      behalf of Lenders on terms acceptable to Collateral Agent;




(r)  a
      Borrower or any material part of its business or assets shall be the subject
      of
      any seizure or forfeiture proceeding or action instituted or conducted by any
      agency, office or department of state or federal government;




(s)  any
      Lease
      of real estate used or to be used by each Borrower as a studio, tower or
      transmitter site (i) shall not be renewed by such Borrower or the landlord
      thereunder at least ninety (90) days prior to its scheduled expiration or
      termination date, unless Agents consent thereto after having received from
      such
      Borrower evidence and assurances acceptable to Agents that (A) the Borrower
      has
      obtained a replacement location which is not less favorable to the Borrower
      and
      its business operations pursuant to a signed written Lease acceptable to Agents,
      and (B) the Borrower will be able to relocate to such replacement premises
      without materially adversely affecting its continued business operations or
      station signal, or (ii) shall be in default as a result of the Borrower's
      failure to observe or abide by all terms, conditions and covenants contained
      therein (unless cured within the applicable grace period), or (iii) shall be
      the
      subject of a default notice or eviction notice initiated or sent by the landlord
      thereof to the Borrower, Collateral Agent or Administrative Agent;
      or




(t)  any
      Borrower shall terminate or suffer termination of any network affiliation
      agreement to which it is a party without the prior written consent of the
      Required Lenders (which consent shall not be unreasonably withheld) and
      Borrowers shall fail to pay all Indebtedness of Borrowers to Lenders within
      one
      hundred twenty (120) days of either Agent's giving notice to Borrowers of
      Required Lenders' objection to such termination; or




(u)  any
      Borrower shall discontinue its business;




(v)  a
      Borrower shall terminate or materially and adversely amend a Services Agreement
      without the prior written consent of the Required Lenders (which consent shall
      not be unreasonably withheld); or




(w)  a
      Material Adverse Effect occurs after the Closing Date;




then
      and
      upon the occurrence of any such Event of Default and at any time thereafter
      during the continuance of such Event of Default, at the election of the Required
      Lenders, each of the Revolving Credit Commitments shall terminate and the
      Revolving Credit Loans and all other Obligations shall immediately become due
      and payable, both as to principal and interest, without presentment, demand,
      prior notice, or protest, all of which are hereby expressly waived, anything
      contained herein or in the Revolving Credit Notes or other evidences of the
      Revolving Credit Loans to the contrary notwithstanding (except in the case
      of an
      Event of Default under paragraph (i) or (j) of this **Article
      VIII** ,
      in
      which event the Commitments shall automatically terminate and the Obligations
      shall automatically become due and payable).




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**IX.**  **REMEDIES
      ON DEFAULT, ETC** **.**




**Section
      9.01** **.**  **General
      Provisions** .
      In case
      any one or more Events of Default shall occur and be continuing, Administrative
      Agent and Collateral Agent, on behalf of Lenders, may proceed to protect and
      enforce their rights by an action at law, suit in equity or other appropriate
      proceeding, whether for the specific performance of any agreement contained
      in
      this Agreement, the Notes, any Security Document or any other Loan Document,
      or
      for an injunction against a violation of any of the terms hereof or thereof
      or
      in and of the exercise of any power granted hereby or thereby or by law, all
      subject to the provisions of **Article XI** .




**Section
      9.02** **.**  **Consent
      to Receivership** . **Without
      limiting the generality of the foregoing or limiting in any way the rights
      of
      Administrative Agent or Collateral Agent under the Security Documents or
      otherwise under applicable law, at any time after the occurrence, and during
      the
      continuance, of an Event of Default, Administrative Agent or Collateral Agent
      shall be entitled to apply for and have a receiver or receiver and manager
      appointed under state or Federal law of the United States by a court of
      competent jurisdiction in any action taken by Administrative Agent, Collateral
      Agent and Lenders to enforce their rights and remedies hereunder and under
      the
      Loan Documents in order to manage, protect, preserve, sell and otherwise dispose
      of all or any portion of the Collateral and continue the operation of the
      Stations of the Borrowers, and to collect all revenues and profits thereof
      and
      apply the same to the payment of all expenses and other charges of such
      receivership, including the compensation of the receiver, and to the payment
      of
      the Obligations as aforesaid until a sale or other disposition of such
      Collateral shall be finally made and consummated. Each Borrower hereby
      irrevocably consents to and waives any right to object to or otherwise contest
      the appointment of a receiver as provided above. Each Borrower (i) grants such
      waiver and consent knowingly and voluntarily after having discussed the
      implications thereof with counsel; (ii) acknowledges that the uncontested right
      to have a receiver appointed for the foregoing purposes is considered essential
      by Lenders, Administrative Agent and Collateral Agent in connection with the
      enforcement of their rights and remedies hereunder and under the Security
      Documents, and the availability of such appointment as a remedy under the
      foregoing circumstances was a material factor in inducing Lenders to make the
      Loans to Borrowers; and (iii) agrees to enter into any and all stipulations
      in
      any legal actions and agreements or other instruments in connection with the
      foregoing and to cooperate fully with Lenders, Administrative Agent and
      Collateral Agent in connection with the assumption and exercise of control
      by
      the receiver over all or any portion of the Collateral.**




**Section
      9.03** **.**  **Effect
      of Termination of Commitments** .
      On the
      date of termination of this Agreement, all Obligations (including contingent
      reimbursement obligations of Borrowers with respect to any outstanding Letters
      of Credit) immediately shall become due and payable without notice or demand
      (including either (i) providing cash collateral to be held by Collateral Agent
      for the benefit of those Lenders with a Revolving Credit Commitment in an amount
      equal to 105% of the then extant Letter of Credit Usage, or (ii) causing the
      original Letters of Credit to be returned to the Issuing Lender). No termination
      of this Agreement, however, shall relieve or discharge Borrowers of their
      duties, Obligations, or covenants hereunder and the Liens of Administrative
      Agent and Collateral Agent in the Collateral shall remain in effect until all
      Obligations have been fully and finally discharged and the Commitments have
      been
      terminated. When this Agreement has been terminated and all of the Obligations
      have been fully and finally discharged and the Commitments have been terminated
      irrevocably, Collateral Agent will, at Borrowers' sole expense, execute and
      deliver any UCC termination statements, lien releases, mortgage releases,
      re-assignments of trademarks, discharges of security interests, and other
      similar discharge or release documents (and, if applicable, in recordable form)
      as are reasonably necessary to release, as of record, the Collateral Agent's
      Liens and all notices of security interests and liens previously filed by
      Collateral Agent with respect to the Obligations.




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**Section
      9.04** **.**  **Remedies
      Not Exclusive** .
      No
      right conferred upon Administrative Agent, Collateral Agent and Lenders hereby
      or by any Security Document or any other Loan Documents shall be exclusive
      of
      any other right referred to herein or therein or now or hereafter available
      at
      law or in equity, by statute or otherwise.




**X.**  **AGENTS** **.**




**Section
      10.01** **.**  **Appointment,
      Powers and Immunities** **.**




(a)  Each
      Lender hereby irrevocably (subject to **Section
      10.08** )
      designates and appoints Silver Point, which designation and appointment is
      coupled with an interest, as Administrative Agent of such Lender under this
      Agreement and the other Loan Documents, and each such Lender irrevocably
      authorizes Silver Point to act as Administrative Agent of such Lender, to take
      such action on its behalf under the provisions of this Agreement and the other
      Loan Documents and to exercise such powers and perform such duties as are
      expressly delegated to Administrative Agent by the terms of this Agreement
      and
      the other Loan Documents, together with such other powers as are reasonably
      incidental thereto. Each Lender hereby irrevocably (subject to **Section
      10.08** )
      designates and appoints WFF, which designation and appointment is coupled with
      an interest, as Collateral Agent of such Lender under this Agreement and the
      other Loan Documents, and each such Lender irrevocably authorizes WFF to act
      as
      Collateral Agent of such Lender, to take such action on its behalf under the
      provisions of this Agreement and the other Loan Documents and to exercise such
      powers and perform such duties as are expressly delegated to Collateral Agent
      by
      the terms of this Agreement and the other Loan Documents, together with such
      other powers as are reasonably incidental thereto. Each Revolving Credit Lender
      and Term Loan A Lender hereby irrevocably (subject to **Section
      10.08** )
      designates and appoints WFF, which designation and appointment is coupled with
      an interest, as Billing Agent of such Lender under this Agreement and the other
      Loan Documents, and each such Lender irrevocably authorizes WFF to act as
      Billing Agent of such Lender, to take such action on its behalf under the
      provisions of this Agreement and the other Loan Documents and to exercise such
      powers and perform such duties as are expressly delegated to Billing Agent
      by
      the terms of this Agreement and the other Loan Documents, together with such
      other powers as are reasonably incidental thereto. Each Term Loan B Lender
      hereby irrevocably (subject to **Section
      10.08** )
      designates and appoints Silver Point, which designation and appointment is
      coupled with an interest, as Billing Agent of such Lender under this Agreement
      and the other Loan Documents, and each such Lender irrevocably authorizes Silver
      Point to act as Billing Agent of such Lender, to take such action on its behalf
      under the provisions of this Agreement and the other Loan Documents and to
      exercise such powers and perform such duties as are expressly delegated to
      Billing Agent by the terms of this Agreement and the other Loan Documents,
      together with such other powers as are reasonably incidental thereto. Each
      Lender hereby irrevocably (subject to **Section
      10.08** )
      designates and appoints Silver Point, which designation and appointment is
      coupled with an interest, as Documentation Agent of such Lender under this
      Agreement and the other Loan Documents.




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(b)  The
      duties and responsibilities of Administrative Agent, Collateral Agent and
      Billing Agent shall be ministerial and administrative in nature. Each of
      Administrative Agent, Collateral Agent, Billing Agent and Documentation Agent
      (which terms as used in this sentence and in **Section
      10.05** and the
      first sentence of **Section 10.06** shall
      include reference to their respective Affiliates and their own and such
      Affiliates' officers, directors, employees and agents) shall not: (i) have
      any
      duties or responsibilities to be a trustee for any Lender; (ii) be responsible
      to Lenders for any recitals, statements, representations or warranties contained
      in this Agreement, or in any certificate or other document referred to or
      provided for in, or received by any of them under, this Agreement, or for the
      due execution, legality, value, validity, effectiveness, genuineness,
      enforceability, perfection or sufficiency of this Agreement, any Note, any
      Security Document or any other document referred to or provided for herein
      or
      for any failure by each Borrower or any other Person to perform any of its
      obligations hereunder or thereunder; (iii) be required to initiate or conduct
      any litigation or collection proceedings hereunder except to the extent
      requested by the Required Lenders and permitted under the Loan Documents and
      applicable law; and (iv) be responsible for any action taken or omitted to
      be
      taken by it hereunder or under any other document or instrument referred to
      or
      provided for herein or in connection herewith, except for its own gross
      negligence or willful misconduct.




(c)  Each
      of
      Administrative Agent, Collateral Agent and Billing Agent may employ and consult
      with agents, attorneys-in-fact, public accountants and other experts selected
      by
      it and shall not be responsible for the negligence or misconduct of any such
      agents, attorneys-in-fact, public accountants or other experts it selects with
      reasonable care.




(d)  Subject
      to the foregoing, to **Article
      XI** and to
      the provisions of any intercreditor agreement among Lenders in effect from
      time
      to time, Administrative Agent, Collateral Agent and Billing Agent, as
      applicable, shall, on behalf of Lenders, (i) hold and apply any and all
      Collateral, and the proceeds thereof, at any time received by it, in accordance
      with the provisions of the Security Documents and this Agreement; (ii) exercise
      any and all rights, powers and remedies of Lenders under this Agreement, the
      Security Documents and the other Loan Documents, including the giving of any
      consent or waiver or the entering into of any amendment; (iii) execute, deliver
      and file UCC Financing Statements, mortgages, deeds of trust, lease assignments
      and other such agreements, and possess instruments on behalf of any or all
      of
      Lenders; and (iv) in the event of acceleration of Borrower's Obligations
      hereunder, sell or otherwise liquidate or dispose of any portion of the
      Collateral held by it and otherwise exercise the rights of Lenders hereunder
      and
      under the Security Documents.




(e)  Lenders
      hereby authorize Collateral Agent, at its option and in its discretion after
      consultation with Administrative Agent, to release any Lien or security interest
      granted to or held by Collateral Agent upon any Collateral (i) upon termination
      of the Commitments and payment in full of all of the Obligations, (ii)
      constituting property sold or to be sold or disposed of as part of or in
      connection with any Disposition expressly permitted hereunder or under any
      other
      Loan Document or to which the Required Lenders have consented or (iii) otherwise
      pursuant to and in accordance with the provisions of any applicable Loan
      Document. Upon request by Collateral Agent at any time, Lenders will confirm
      in
      writing Collateral Agent's authority to release Collateral pursuant to this
      Section.




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(f)  Notwithstanding
      any provision to the contrary contained elsewhere in this Agreement or in any
      other Loan Document, the Documentation Agent shall not have any duties or
      responsibilities, nor shall Documentation Agent have or be deemed to have any
      fiduciary relationship with any Lender, and no implied covenants, functions,
      responsibilities, duties, obligations or liabilities shall be read into this
      Agreement or any other Loan Document or otherwise exist against the
      Documentation Agent.




**Section
      10.02** **.**  **Reliance
      by Agents** .
      (a) Each Agent shall be entitled to rely upon any certification, notice or
      other communication (including any communication by telephone, telecopy, or
      e-mail) believed by it to be genuine and correct and to have been signed or
      sent
      by or on behalf of the proper Person or Persons, and upon advice and statements
      of legal counsel, independent accountants and other experts selected by
      Administrative Agent or Collateral Agent, as applicable. Each Agent may treat
      the payee of any Note as the holder thereof until it receives written notice
      of
      the assignment or transfer thereof, in form satisfactory to such Agent, signed
      by such payee and including the agreement of the assignee or transferee to
      be
      bound hereby as it would have been if it had been an original Lender hereunder.
      As to any matters not expressly provided for by this Agreement, each Agent
      shall
      in all cases be fully protected in acting, or in refraining from acting,
      hereunder in accordance with instructions signed by the Required Lenders or
      Lenders, as specified in this Agreement and the other Loan Documents, and such
      instructions and any action taken or failure to act pursuant thereto shall
      be
      binding on Lenders. Except as otherwise provided in the last sentence of **Section
      10.03** ,
      and
      except for ministerial and administrative acts of Administrative Agent,
      Collateral Agent or Billing Agent, unless such decision is restricted to or
      reserved for all Lenders as provided in **Article
      XI** ,
      or
      specifically permitted at the direction of the Revolving Credit Lenders, any
      action taken by Administrative Agent, Collateral Agent or Billing Agent under
      the Loan Documents, including the issuance of any consent or waiver or the
      execution of any amendment, shall be taken only at the direction of the Required
      Lenders.




(b)  If
      Administrative Agent or Collateral Agent shall request instructions from
      Required Lenders or all affected Lenders with respect to any act or action
      (including failure to act) in connection with this Agreement or any other Loan
      Document, then Administrative Agent or Collateral Agent, as the case may be,
      shall be entitled to refrain from such act or taking such action unless and
      until Administrative Agent or Collateral Agent, as the case may be, shall have
      received instructions from Required Lenders or all affected Lenders, as the
      case
      may be, and Administrative Agent or Collateral Agent, as the case may be, shall
      not incur liability to any Person by reason of so refraining. Administrative
      Agent and Collateral Agent shall be fully justified in failing or refusing
      to
      take any action hereunder or under any other Loan Document (i) if such
      action would, in the opinion of Administrative Agent or Collateral Agent, as
      the
      case may be, be contrary to law or the terms of this Agreement or any other
      Loan
      Document, (ii) if such action would, in the opinion of Administrative Agent
      or Collateral Agent, as the case may be, expose Administrative Agent or
      Collateral Agent, as applicable, to liability under Environmental Laws, or
      (iii) if Administrative Agent or Collateral Agent, as the case may be,
      shall not first be indemnified to its satisfaction against any and all liability
      and expense which may be incurred by it by reason of taking or continuing to
      take any such action. Without limiting the foregoing, no Lender shall have
      any
      right of action whatsoever against Administrative Agent or Collateral Agent,
      as
      the case may be, as a result of Administrative Agent or Collateral Agent, as
      the
      case may be, acting or refraining from acting hereunder or under any other
      Loan
      Document in accordance with the instructions of Required Lenders or all affected
      Lenders, as applicable.




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**Section
      10.03** **.**  **Events
      of Default** .
      Neither
      Administrative Agent nor Collateral Agent shall be deemed to have knowledge
      of
      the occurrence of an Event of Default (other than the non-payment of principal
      of or interest on the Notes which it holds as a Lender hereunder, the Loans
      or
      any fees) unless it has received written notice from any Lender or Borrowers
      specifying such Event of Default and stating that such notice is a "Notice
      of
      Default". In the event that either Agent receives such a notice of the
      occurrence of an Event of Default, such Agent shall give prompt notice thereof
      to Lenders (and shall give each Lender prompt notice of each non-payment
      thereafter). Collateral Agent shall (subject to **Section
      10.07** )
      take
      such action with respect to such Event of Default as shall be directed by the
      Required Lenders, as provided under **Article
      XI** ,
      provided that, unless and until Collateral Agent shall have received such
      directions, Collateral Agent may (but shall not be obligated to) take such
      action on behalf of Lenders, or refrain from taking such action, with respect
      to
      such Event of Default as it shall deem advisable in the best interest of Lenders
      and Agents.




**Section
      10.04** **.**  **Rights
      as a Lender** .
      With
      respect to its Commitment(s) and the Loans made by WFF and Silver Point
      hereunder, and the Notes issued to it, each of WFF and Silver Point shall have
      the same rights and powers hereunder as any other Lender and may exercise the
      same as though it were not acting as Administrative Agent, Collateral Agent
      or
      Billing Agent, as applicable; and the terms "Lender," "Lenders" and "Required
      Lenders" shall, unless otherwise expressly indicated, include each of WFF and
      Silver Point in its individual capacity. Administrative Agent, Silver Point,
      WFF, Collateral Agent, Billing Agent, and their respective Affiliates may,
      without having to account therefor to Lenders and without giving rise to any
      fiduciary or other similar duty to any Lender, accept deposits from, lend money
      to and generally engage in any kind of banking, trust or other business with
      Borrowers and any of their Affiliates as if it were not acting as an Agent
      and
      as if it were not a Lender, and Administrative Agent and Collateral Agent may
      accept fees and other consideration from each Borrower or any other Affiliate
      for services in connection with this Agreement or otherwise without having
      to
      account for the same to Lenders.




**Section
      10.05** **.**  **Indemnification** .
      Lenders
      agree to indemnify each of Administrative Agent, Collateral Agent and Billing
      Agent (to the extent not reimbursed under **Section
      13.02** ,
      but
      without limiting the obligations of Borrowers under such **Section 13.02** ),
      ratably in accordance with the respective aggregate principal amount of the
      Notes held by such Lenders, from and against any and all liabilities,
      obligations, losses, damages, penalties, action, judgments, suits, costs,
      expenses or disbursements of any kind and nature whatsoever which may be imposed
      on, incurred by or asserted against Administrative Agent, Collateral Agent
      or
      Billing Agent in any way relating to or arising out of this Agreement, any
      Security Document, any other Loan Document or any other document contemplated
      by
      or referred to herein or the transactions contemplated by or referred to herein
      or therein (including, without limitation, the costs and expenses which
      Borrowers are obligated to pay under **Section
      13.02** )
      or the
      enforcement of any of the terms of this Agreement, any Security Document or
      any
      other Loan Document, or in any way relating to any action taken or omitted
      by
      Administrative Agent, Collateral Agent or Billing Agent under this Agreement,
      provided that no Lender shall be liable for any of the foregoing to the extent
      they arise from the gross negligence or willful misconduct of Administrative
      Agent, Collateral Agent or Billing Agent. Without limitation of the foregoing,
      each Lender agrees to reimburse each Agent promptly upon demand for its ratable
      share of any out-of-pocket expenses (including counsel fees, but exclusive
      of
      any costs and expenses of syndications) incurred by Administrative Agent,
      Collateral Agent or Billing Agent in connection with the preparation, execution,
      delivery, administration, modification, amendment or enforcement (whether
      through negotiations, legal proceedings or otherwise) of, or legal advice in
      respect of rights or responsibilities under, this Agreement, to the extent
      that
      such Agent is not reimbursed for such expenses by Borrowers.




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**Section
      10.06** .  **Non-Reliance
      on Agents and other Lenders** .
      Each
      Lender agrees that it has, independently and without reliance on Administrative
      Agent, Collateral Agent or Billing Agent or any other Lender, and based on
      such
      documents and information as it has deemed appropriate, made its own credit
      analysis of the Borrowers and its own decision to enter into this Agreement
      and
      that it will, independently and without reliance upon Administrative Agent,
      Collateral Agent, Billing Agent or any other Lender, and based on such documents
      and information as it shall deem appropriate at the time, continue to make
      its
      own analysis and decisions in taking or not taking action under this Agreement.
      Administrative Agent, Collateral Agent and Billing Agent do not make any
      warranty or representation to any Lender and shall not be responsible to any
      Lender for any statements, warranties or representations (whether written or
      oral) made in or in connection with this Agreement. Neither Agent shall be
      required to inquire or keep itself informed as to the performance or observance
      by the Borrowers of this Agreement, any other Loan Document or any other
      document referred to or provided for herein or to inspect the properties or
      books of the Borrowers. Except for notices, reports and other documents and
      information expressly required to be furnished to Lenders by Administrative
      Agent, Collateral Agent or Billing Agent hereunder, Administrative Agent,
      Collateral Agent and Billing Agent shall have no duty or responsibility to
      provide any Lender with any credit or other information concerning the affairs,
      financial condition or businesses of the Borrowers (or any of their Affiliates)
      which may come into the possession of Administrative Agent or Collateral Agent
      or any of their respective Affiliates. Notwithstanding the foregoing, each
      of
      Administrative Agent, Collateral Agent and Billing Agent will, at the requesting
      Lender's expense, provide to Lenders any and all information reasonably
      requested by them and reasonably available to Administrative Agent, Collateral
      Agent or Billing Agent promptly upon such request.




**Section
      10.07** .  **Failure
      to Act** .
      Except
      for action expressly required of Administrative Agent, Collateral Agent or
      Billing Agent hereunder, each of Administrative Agent, Collateral Agent and
      Billing Agent shall in all cases be fully justified in failing or refusing
      to
      act hereunder unless it shall be indemnified to its satisfaction by Lenders
      against any and all liability and expense which may be incurred by it by reason
      of taking or continuing to take any such action.




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**Section
      10.08** .  **Resignation
      of an Agent** .
      (a) Silver Point (or any other Administrative Agent hereunder) may resign
      as Administrative Agent at any time by giving ten (10) days' prior written
      notice thereof to Lenders and Borrowers. Any such resignation shall take effect
      at the end of such ten (10) day period or upon the earlier appointment of a
      successor Administrative Agent by the Required Lenders as provided below. Upon
      any resignation of Silver Point (or any other Administrative Agent hereunder),
      the Required Lenders shall appoint a successor Administrative Agent from among
      Lenders or, if such appointment is deemed inadvisable or impractical by the
      Required Lenders, another financial institution with a combined capital and
      surplus of at least $100,000,000. If no successor Administrative Agent shall
      have been so appointed by the Required Lenders and shall have accepted such
      appointment within said ten (10) days, then the resigning Administrative Agent
      may, on behalf of Lenders, appoint a successor Administrative Agent, which
      shall
      be a Lender, if a Lender is willing to accept such appointment, or otherwise
      shall be a commercial bank or financial institution or a subsidiary of a
      commercial bank or financial institution if such commercial bank or financial
      institution is organized under the laws of the United States of America or
      any
      State thereof and has a combined capital and surplus of a least $100,000,000.
      If
      no successor Administrative Agent has been appointed pursuant to the foregoing,
      such resignation shall become effective and the Required Lenders shall
      thereafter perform all the duties of Administrative Agent hereunder until such
      time, if any, as the Required Lenders appoint a successor Administrative Agent
      as provided above. Upon the acceptance of any appointment as Administrative
      Agent hereunder by a successor Administrative Agent, such successor
      Administrative Agent shall thereupon succeed to and become vested with all
      the
      rights, powers, privileges and duties of the retiring Administrative Agent.
      After the effective date of the resignation of an Administrative Agent
      hereunder, the retiring Administrative Agent shall be discharged from its duties
      and obligations hereunder, provided that the provisions of this **Article
      X** shall
      continue in effect for its benefit in respect of any actions taken or omitted
      to
      be taken by it while it was acting as Administrative Agent.




(b)  WFF
      (or
      any other Collateral Agent hereunder) may resign as Collateral Agent at any
      time
      by giving ten (10) days' prior written notice thereof to Lenders and Borrowers.
      Any such resignation shall take effect at the end of such ten (10) day period
      or
      upon the earlier appointment of a successor Collateral Agent by the Required
      Lenders as provided below. Upon any resignation of WFF (or any other Collateral
      Agent hereunder), the Required Lenders shall appoint a successor Collateral
      Agent from among Lenders or, if such appointment is deemed inadvisable or
      impractical by the Required Lenders, another financial institution with a
      combined capital and surplus of at least $100,000,000. If no successor
      Collateral Agent shall have been so appointed by the Required Lenders and shall
      have accepted such appointment within said ten (10) days, then the resigning
      Collateral Agent may, on behalf of Lenders, appoint a successor Collateral
      Agent, which shall be a Lender, if a Lender is willing to accept such
      appointment, or otherwise shall be a commercial bank or financial institution
      or
      a subsidiary of a commercial bank or financial institution if such commercial
      bank or financial institution is organized under the laws of the United States
      of America or any State thereof and has a combined capital and surplus of a
      least $100,000,000. If no successor Collateral Agent has been appointed pursuant
      to the foregoing, such resignation shall become effective and the Required
      Lenders shall thereafter perform all the duties of Collateral Agent hereunder
      until such time, if any, as the Required Lenders appoint a successor Collateral
      Agent as provided above. Upon the acceptance of any appointment as Collateral
      Agent hereunder by a successor Collateral Agent, such successor Collateral
      Agent
      shall thereupon succeed to and become vested with all the rights, powers,
      privileges and duties of the retiring Collateral Agent. After the effective
      date
      of the resignation of a Collateral Agent hereunder, the retiring Collateral
      Agent shall be discharged from its duties and obligations hereunder, provided
      that the provisions of this **Article
      X** shall
      continue in effect for its benefit in respect of any actions taken or omitted
      to
      be taken by it while it was acting as Collateral Agent. In the event that there
      shall not be a duly appointed and acting Collateral Agent, Borrowers agree
      to
      make each payment due to Collateral Agent hereunder and under the other Loan
      Documents, if any, directly to each Lender entitled thereto, pursuant to written
      instructions provided by the resigning Collateral Agent or, after such
      resignation, Lenders, and to provide copies of each certificate or other
      document required to be furnished to Collateral Agent hereunder, if any,
      directly to each Lender.




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**Section
      10.09** .  **Cooperation
      of Lenders** .
      Each
      Lender shall (a) promptly notify the other Lenders and each Agent of any Event
      of Default known to such Lender under this Agreement and not reasonably believed
      to have been previously disclosed to the other Lenders; (b) provide the other
      Lenders and each Agent with such information and documentation as such other
      Lenders or such Agent(s) shall reasonably request in the performance of their
      respective duties hereunder, including, without limitation, all information
      relative to the outstanding balance of principal, interest and other sums owed
      to such Lender by Borrowers, but excluding internally generated reports,
      analyses, correspondence and other customarily confidential materials and (c)
      cooperate with Administrative Agent and Collateral Agent with respect to any
      and
      all collections and/or foreclosure procedures at any time commenced against
      Borrowers or otherwise in respect of the Collateral by Administrative Agent
      and
      Collateral Agent in the name and on behalf of Lenders.




**Section
      10.10** .  **One
      Lender Sufficient** .
      This
      Agreement shall remain in full force and effect, and all agency provisions
      shall
      be and remain effective, notwithstanding the fact that there may from time
      to
      time be only one Lender hereunder which Lender may be the same Person who is
      then serving as Administrative Agent or Collateral Agent hereunder.




**XI.**  **ENTIRE
      AGREEMENT; AMENDMENTS AND WAIVERS; SEPARATE ACTIONS BY
      LENDERS** **.**




(a)  This
      Agreement (including the Schedules hereto) and the other Loan Documents
      constitute the entire agreement of the parties herein and supersede any and
      all
      prior agreements, written or oral, as to the matters contained herein, and
      no
      modification or waiver of any provision hereof or of any other Loan Document,
      nor consent to the departure by each Borrower or Person therefrom, shall be
      effective unless the same is in writing, and then such waiver or consent shall
      be effective only in the specific instance, and for the purpose, for which
      given. Except as otherwise provided by the terms of this Agreement or other
      Loan
      Document, the consent of the Required Lenders shall be required and sufficient
      (i) to amend, with the consent of Borrowers, any term of this Agreement, the
      Notes or any other Loan Document or to waive the observance of any such term
      (either generally or in a particular instance or either retroactively or
      prospectively); (ii) to take or refrain from taking any action under this
      Agreement, the Notes, any other Loan Document or applicable law, including,
      without limitation, (A) the acceleration of the payment of the Notes, (B) the
      termination of the Commitments, (C) the exercise of Administrative Agent's,
      Collateral Agent's and Lenders' remedies hereunder and under the Security
      Documents and (D) the giving of any approvals, consents, directions or
      instructions required under this Agreement or the Security Documents.
      Notwithstanding the foregoing provisions of this paragraph (a), no such
      amendment, waiver, consent or other action shall, without the prior written
      consent of each Lender (other than a Defaulting Lender),




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(1)  extend
      or
      shorten the payment due dates or the final scheduled maturity of any Loan (it
      being understood that no waiver or modification of any condition precedent,
      covenant or Default shall constitute any such extension), or reduce or increase
      the rate of interest or fees thereon, or reduce or increase the principal amount
      thereof (it being understood that no amendment or modification to the financial
      definitions in this Agreement and no waiver or modification of any condition
      precedent, covenant or Default shall constitute a reduction in any rate of
      interest or fees for purposes of this clause (1));




(2)  release
      all or substantially all of the Collateral (except in connection with the sale
      or disposition of such Collateral in accordance with the provisions of this
      Agreement or the Security Documents) under all of the Security
      Documents;




(3)  amend,
      modify or waive any provision of this **Article
      XI** ;




(4)  reduce
      any percentage specified in the definition of Required Lenders;




(5)  consent
      to the assignment or transfer by a Borrower of any of its rights and obligations
      under this Agreement;




and
      provided, further, that no such amendment, waiver, consent or other action
      shall




(w)  increase
      the Commitment of any Lender over the amount thereof then in effect without
      the
      consent of such Lender (it being understood that (aa) no waiver or modification
      of any condition precedent, covenant or Default or of any mandatory reduction
      in
      the Commitments shall constitute an increase in the Commitment of any Lender
      and
      (bb) an increase in the available portion of any Commitment of any Lender shall
      not constitute an increase in the Commitment of such Lender); or




(x)  without
      the consent of Administrative Agent, amend, modify or waive any provision of **Article X** as same
      applies to Administrative Agent or any other provision of any Loan Document
      as
      same relates to the rights or obligations of Administrative Agent;
      or




(y)  without
      the consent of Collateral Agent, amend, modify or waive any provision of **Article X** as same
      applies to Collateral Agent or any other provision of any Loan Document as
      same
      relates to the rights or obligations of Collateral Agent;




(z)  without
      the consent of Billing Agent, amend, modify or waive any provision of **Article X** as same
      applies to Billing Agent or any other provision of any Loan Document as same
      relates to the rights or obligations of Billing Agent;




and provided , further ,
      that
      neither notice to, nor the consent of, Borrowers shall be required for any
      modification, amendment or waiver of the provisions of this **Article
      XI** decreasing the number of Lenders required to consent to any act or omission
      under the Loan Documents or, subject to **Article XII** ,
      decreasing the percentage in the definition of "Required Lenders".




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          -




(b)  Any
      amendment or waiver effected in accordance with this **Article
      XI** shall be
      binding upon each holder of any Note at the time outstanding, each future holder
      of any Note and Borrowers. Lenders' failure to insist (directly or through
      either Agent) upon the strict performance of any term, condition or other
      provision of this Agreement, any Note, or any of the Security Documents or
      other
      Loan Documents, or to exercise any right or remedy hereunder or thereunder,
      shall not constitute a waiver by Lenders of any such term, condition or other
      provision or Default or Event of Default in connection therewith, nor shall
      a
      single or partial exercise of any such right or remedy preclude any other or
      future exercise, or the exercise of any other right or remedy; and any waiver
      of
      any such term, condition or other provision or of any such Default or Event
      of
      Default shall not affect or alter this Agreement, any Note or any of the
      Security Documents or other Loan Documents, and each and every term, condition
      and other provision of this Agreement, the Notes and the Security Documents
      and
      other Loan Documents shall, in such event, continue in full force and effect
      and
      shall be operative with respect to any other then existing or subsequent Default
      or Event of Default in connection therewith. An Event of Default or Default
      shall be deemed to be continuing unless and until cured or waived in writing
      by
      the applicable Lenders, as provided in subsection (a) above.




(c)  Each
      Lender hereby severally agrees as set forth in this Section. If any Lender
      (a
      " **Subject
      Lender** ")
      (i)
      makes demand upon the Borrowers for (or if the Borrowers are otherwise required
      to pay) amounts pursuant to **Section
      2.07** (ii)
      gives notice pursuant to **Section
      2.07(b)** requiring a Conversion of such Subject Lender’s LIBOR Rate Loans to Base Rate
      Loans or any other change in the basis upon which interest is to accrue in
      respect of such Subject Lender’s LIBOR Rate Loans or suspending such Lender’s
      obligation to make Loans as, or to convert Loans into, LIBOR Rate Loans, or
      (iii) becomes a Defaulting Lender, the Borrower may, within 180 days of receipt
      by the Borrower of such demand or notice (or the occurrence of such other event
      causing the Borrower to be required to pay such compensation) or within 180
      days
      of such Lender becoming a Defaulting Lender, give notice (a " **Replacement
      Notice** ")
      in
      writing to the Administrative Agent and such Subject Lender of its intention
      to
      replace such Subject Lender with a financial institution (a " **Replacement
      Lender** ")
      designated in such Replacement Notice. Upon the delivery of such notice, such
      Subject Lender shall, subject to the payment of any amounts due pursuant to **Section
      2.07** and
      including any applicable Early Termination Fees which would have been due
      pursuant to **Section
      2.05(d)** had the
      Borrowers made a voluntary prepayment on such date, assign, in accordance with **Article
      XII** ,
      subparagraph (b), all of its Commitments, Loans and other rights and obligations
      under this Agreement and all other Loan Documents to such designated Replacement
      Lender; provided , however ,
      that
      (i) such assignment shall be without recourse, representation or warranty and
      (ii) the purchase price paid by such designated Replacement Lender shall be
      in
      the amount of such Subject Lender’s Loans and its Percentage in respect of the
      Revolving Loan Commitments of all outstanding Loans as to which such Lender
      shall have made payments, together with all accrued and unpaid interest and
      fees
      in respect thereof, plus all other amounts (including the amounts demanded
      and
      unreimbursed under **Section
      2.07** and
      including any applicable make-whole or prepayment premium which would have
      been
      due had the Borrowers made a voluntary prepayment on such date), owing to such
      Subject Lender hereunder. Upon the effective date of an assignment described
      above, the designated Replacement Lender shall become a “Lender” for all
      purposes under this Agreement and the other Loan Documents.




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          -




**XII.**  **BENEFIT
      OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS** **.**




(a)  This
      Agreement shall be binding upon and inure to the benefit of Borrower, Lenders,
      Agents and their respective successors and permitted assigns, and all subsequent
      holders of any of the Notes or any portion thereof.




(b)  Each
      Lender may assign its rights and interests under this Agreement, the Notes
      and
      the Security Documents and/or delegate its obligations hereunder and thereunder,
      in whole or in part, and sell participations in its Commitment(s) and its Loans, provided as
      follows:




(i)  Any
      such
      assignment, other than an assignment in whole, made other than to (A) another
      Lender, (B) a separately organized branch of a Lender or (C) a Related Lender
      Party, shall reflect an assignment of such assigning Lender's Note and
      Commitment which is in an aggregate principal amount of at least $1,000,000,
      and
      if greater, shall be in an integral multiple of $100,000.




(ii)  Notwithstanding
      any provision of this Agreement to the contrary, (A) each Lender may at any
      time
      pledge all or any portion of its rights under this Agreement and each of the
      other Loan Documents, including without limitation its Loans and the Notes
      held
      by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case
      of
      Lenders chartered outside of the United States) in support of borrowings made
      by
      such Lender from such Federal Reserve Bank, (B) with the consent of each Agent,
      any Lender which is a fund may pledge all or any portion of its Notes or Loans
      to its trustee in support of its obligations to its trustee, and (C) any such
      pledgee may enforce such pledge. No pledge pursuant to this subsection (ii),
      and
      no enforcement thereof by the pledgee, shall release the transferor Lender
      from
      any of its obligations and liabilities under the Loan Documents.




(iii)  Any
      assignments and/or delegations made hereunder shall be pursuant to an instrument
      of assignment and acceptance (the " **Assignment
      and Acceptance** ")
      substantially in the form of **Schedule
      12** and the
      parties to each such assignment shall execute and deliver to Collateral Agent
      for its acceptance the Assignment and Acceptance together with any Note or
      Notes
      subject thereto. Upon such execution and delivery, from and after the effective
      date specified in each Assignment and Acceptance, which effective date shall
      be
      at least five (5) Business Days after the execution thereof, (A) the assignee
      thereunder shall become a party hereto, to the Loan Documents, and, to the
      extent provided in such Assignment and Acceptance, have the rights and
      obligations of a Lender hereunder with the applicable Commitment set forth
      therein and (B) the assigning Lender thereunder shall, to the extent provided
      in
      such assignment, be released from its obligations under this Agreement as to
      that portion of its obligation being so assigned and delegated. The Assignment
      and Acceptance shall be deemed to amend this Agreement to the extent, and only
      to the extent, necessary to reflect the addition of the assignee as a Lender
      and
      the resulting adjustment of Commitments arising from the purchase by and
      delegation to such assignee of all or a portion of the rights and obligations
      of
      such assigning Lender under this Agreement.




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          -




(iv)  Upon
      its
      receipt of an Assignm ent
      and
      Acceptance executed by an assigning Lender and the assignee together with the
      Note subject to such assignment (or a standard indemnity letter from the
      respective assigning Lender in respect of any lost Note) and payment by the
      assignee to Collateral Agent of a registration and processing fee of $5,000,
      Collateral Agent shall accept such Assignment and Acceptance; provided , however ,
      that in
      lieu of such processing fee, on not more than two (2) occasions involving
      assignments to an Affiliate, the assigning Lender shall be obligated to pay
      to
      Collateral Agent only Collateral Agent's out-of-pocket expenses incurred in
      documenting and reviewing such assignment (including reasonable attorneys'
      fees). Promptly upon delivering such Assignment and Acceptance to Collateral
      Agent, the assigning Lender shall give notice thereof to Borrowers and
      Collateral Agent. Within five (5) Business Days after receipt of such notice,
      Borrowers shall execute and deliver to Collateral Agent in exchange for each
      such surrendered Note a new Note payable to the order of such assignee in an
      amount equal to the portion of the Commitment assumed by such assignee pursuant
      to such Assignment and Acceptance and a new Note payable to the order of the
      assigning Lender in an amount equal to the portion of the Commitment retained
      by
      it hereunder. Such new Notes shall be dated the effective date of such
      Assignment and Acceptance and shall otherwise be in substantially the form
      provided in **Section 2.01** .
      Canceled Notes shall be returned to Borrowers upon the execution and delivery
      of
      such new Notes.




(v)  Each
      Lender may sell participations in all or a portion of its rights and obligations
      under this Agreement (including, without limitation, all or a portion of its
      Commitments and the Notes held by it); provided , however ,
      that,
      (A) the selling Lender shall remain obligated under this Agreement to the extent
      as it would if it had not sold such participation, (B) the selling Lender shall
      remain solely responsible to the other parties hereto for the performance of
      such obligations, (C) at no time shall the selling Lender agree with such
      participant to take or refrain from taking any action hereunder or under any
      other Loan Document, except that the selling Lender may agree not to consent,
      without such participant's consent, to any of the actions referred to **Article
      XI** ,
      to the
      extent that the same require the consent of each Lender hereunder, (D) all
      amounts payable by Borrower hereunder shall be determined as if such Lender
      had
      not sold such participation and no participant shall be entitled to receive
      any
      greater amount pursuant to this Agreement than the selling Lender would have
      been entitled to receive in respect of the amount of the participation
      transferred by such Lender to such participant had no such transfer occurred,
      and (E) Borrowers, Collateral Agent, and the other Lenders shall continue to
      deal solely and directly with the selling Lender in connection with such
      Lender's rights and obligations under this Agreement.




(vi)  Except
      for an assignment made to (A) another Lender, (B) a separately organized branch
      of a Lender, (C) a Related Lender Party or (D) an Eligible Transferee, no
      assignment referred to above shall be permitted without the prior written
      consent of each Agent, which consent shall not be unreasonably withheld or
      delayed.




(vii)  Borrowers
      may not assign any of their rights or delegate any of their duties or
      obligations hereunder.




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          100
          -




(viii)  To
      the
      extent that an assignment of all or any portion of a Lender's Commitment and
      outstanding Loans pursuant to subsection (b) of **Article
      XI** or this **Article
      XII** would,
      due to circumstances existing at the time of such assignment, result in costs
      under **Sections
      2.07** , **2.09** or **2.10** which
      are increased from those being charged by the assigning Lender prior to such
      assignment, then Borrowers shall not be obligated to pay such increased costs
      (although Borrowers shall be obligated to pay any other increased costs of
      the
      type described above resulting from changes after the date of the respective
      assignment).




(ix)  Any
      Lender may, in connection with any assignment or participation pursuant to
      this
      Section, disclose to the assignee or participant any information relating to
      the
      Borrowers and their Affiliates furnished to such Lender by or on behalf of
      Borrowers and such assignee or participant shall treat such information as
      confidential.




(x)  No
      Lender
      shall sell any Participation or Loan interest to a Person that, by virtue of
      ownership of debt and/or equity in EMHC, would be deemed to hold an attributable
      ownership interest in any of the Borrowers in violations of applicable FCC
      rules
      and regulations.




**XIII.**  **MISCELLANEOUS** **.**




**Section
      13.01** **.**  **Survival** .
      This
      Agreement and all covenants, agreements, representations and warranties made
      herein and in the certificates delivered pursuant hereto, shall survive the
      making by Lenders of the Loans and shall continue in full force and effect
      so
      long as any Obligation is outstanding and unpaid or any Lender has any
      Commitment hereunder. In addition, notwithstanding anything herein or under
      applicable law to the contrary, the provisions of this Agreement and the other
      Loan Documents relating to indemnification or payment of fees, costs and
      expenses, including without limitation the provisions of **Sections
      2.06, 2.07, 2.08, 2.09, 2.10, 10.05, 13.02** and **13.14** ,
      shall
      survive the payment in full of all Loans, the termination or expiration of
      the
      Commitments and any termination of this Agreement or of any other Loan
      Document.




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          101
          -




**Section
      13.02** **.**  **Fees
      and Expenses; Indemnity; Etc** .
      Borrowers agree jointly and severally (a) to pay or reimburse each of
      Administrative Agent and Collateral Agent for all its reasonable out-of-pocket
      costs and expenses incurred in connection with the development, preparation,
      negotiation, interpretation and execution of, and any amendment, supplement
      or
      modification to, this Agreement, the Notes and any other Loan Documents and
      the
      consummation and administration of the transactions contemplated hereby,
      including without limitation the reasonable fees and disbursements of (i)
      counsel to Administrative Agent and counsel to Collateral Agent, and (ii) such
      agents of each of Administrative Agent and Collateral Agent not regularly in
      its
      employ, and accountants, other auditing services, consultants and appraisers
      engaged by or on behalf of Administrative Agent, Collateral Agent or by
      Borrowers at the request of Administrative Agent or Collateral Agent
      (collectively, " **Third
      Parties** ");
      (b)
      to pay or reimburse Administrative Agent, Collateral Agent and each Lender
      for
      all its reasonable costs and expenses incurred in connection with the
      enforcement or preservation of any rights under this Agreement, the Notes and
      any other Loan Documents, including, without limitation, the reasonable fees
      and
      disbursements of (i) counsel to Administrative Agent and counsel to Collateral
      Agent and (ii) Third Parties; (c) following the occurrence of an Event of
      Default hereunder, to pay or reimburse Lenders for the reasonable fees and
      disbursements of counsel for the respective Lenders engaged for the preservation
      or enforcement of such Lender's rights under this Agreement or any other Loan
      Documents relating to such Event of Default; (d) to pay, indemnify, and hold
      each Lender, Administrative Agent, Collateral Agent and Billing Agent harmless
      from, any and all recording and filing fees and taxes, lien discharge fees
      and
      taxes, intangible taxes and any and all liabilities with respect to, or
      resulting from any delay in paying, stamp, excise and other taxes, if any,
      which
      may be payable or determined to be payable in connection with the execution
      and
      delivery of, or consummation or administration of any of the transactions
      contemplated by, or any amendment, supplement or modification of, or any waiver
      or consent under or in respect of, this Agreement, the Notes and the Loan
      Documents; and (e) to pay, indemnify, and hold each Lender, Administrative
      Agent, Collateral Agent and Billing Agent and their respective directors,
      officers, employees, agents and other affiliates (collectively, the
      " **Indemnified
      Persons** "),
      harmless from and against any and all other liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      of any kind or nature whatsoever with respect to the execution, delivery,
      enforcement, performance and administration of, or any transaction contemplated
      by, this Agreement and the other Loan Documents or the use or proposed use
      of
      the proceeds of the Loans or the refinancing or restructuring of the credit
      arrangements provided under this Agreement in the nature of a "workout" or
      any
      proceedings with respect to the bankruptcy, reorganization, insolvency,
      readjustment of debt, dissolution or liquidation of each Borrower or any other
      party other than Lenders, Administrative Agent, Collateral Agent or Billing
      Agent to any Loan Document (all the foregoing in this clause (e), collectively,
      the " **indemnified
      liabilities** "), provided ,
      that
      Borrower shall have no obligation hereunder to any Indemnified Person with
      respect to indemnified liabilities arising from the gross negligence or willful
      misconduct of such Indemnified Person. The agreements in this Section shall
      survive repayment of the Loans and all other Obligations payable
      hereunder.




**Section
      13.03** **.**  **Notice** **.**




(a)  All
      notices, requests, demands and other communications provided for hereunder
      shall
      be in writing (including telecopied communication) and sent by certified mail,
      return receipt requested, by fax, by overnight delivery or by hand to the
      applicable party at the addresses indicated below.




If
      to
      Administrative Agent and/or to Documentation Agent:




Silver
      Point Finance, LLC


600
      Steamboat Road


Greenwich,
      Connecticut 06830


Attention:
      Zubin Jariwala


Telecopy
      No.: 203-619-2698




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          102
          -




in
      each
      case (except for routine communications), with a copy to:




Andrew
      J.
      Chlebus, Esq.


Edwards
      Angell Palmer & Dodge LLP


2800
      Financial Plaza


Providence,
      Rhode Island 02903


Telecopy
      No.: (401) 276-6611





If
      to
      Collateral Agent:




Wells
      Fargo Foothill, Inc.


2450
      Colorado Avenue, Suite 3000 West


Santa
      Monica, California 90404


Attention:
      Group Credit Manager – Specialty Finance


Telecopy
      No.: (310) 453-7442




in
      each
      case (except for routine communications), with a copy to:




Gary
      G.
      Null, Esq.


K&L
      Gates


1717
      Main
      Street, Suite 2800


Dallas,
      Texas 75201


Telecopy
      No.: (214) 939-5849





and
      if to
      any Lender, at the address set forth on the appropriate signature page hereto
      or, with respect to any assignee of the Notes under **Article
      XII** ,
      at the
      address designated by such assignee in a written notice to the other parties
      hereto;




If
      to a
      Borrower:




Equity
      Media Holdings Corporation


1
      Shackleford Drive


Suite
      400


Little
      Rock, Arkansas 72111


Attention:
      Larry E. Morton, President


Telecopy
      No.: (501) 221-1101





in
      each
      case (except for routine communications), with a copy to:




Friday,
      Eldredge and Clark


2000
      Regions Center


400
      West
      Capitol


Little
      Rock, Arkansas 72201


Attention:
      James Saxton, Esq.


Telecopy
      No.: (501) 244-5301





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          103
          -




or,
      as to
      each party, at such other address as shall be designated by such parties in
      a
      written notice to the other party complying as to delivery with the terms of
      this Section. All such notices, requests, demands and other communication shall
      be deemed given upon receipt or return by the party to whom such notice is
      directed. Any notice to be given hereunder may be given by a party's counsel
      or
      other authorized representative.




(b)  The
      address of Billing Agent for payment hereunder is as follows (unless and until
      the Billing Agent gives written notice to Borrowers of another address for
      payment):




With
      respect to the Revolving Credit Loans and the Term Loans A:





Wells
      Fargo Foothill, Inc.


2450
      Colorado Avenue, Suite 3000 West


Santa
      Monica, California 90404


Attention:
      Group Credit Manager – Specialty Finance


Telecopy
      No.: (310) 453-7442


For
      Credit To: Equity Media Holdings Corporation





With
      respect to the Term Loans B:





Silver
      Point Finance, LLC


600
      Steamboat Road


Greenwich,
      Connecticut 06830


Attention:
      Zubin Jariwala


Telecopy
      No.: 203-619-2698


For
      Credit To: Equity Media Holdings Corporation





**Section
      13.04** **.**  **Acceptance
      of Documents; Governing Law** . **This
      Agreement and the Notes shall be construed in accordance with and governed
      by
      the internal laws of the State of California applicable to contracts made and
      performed in said State.**




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          104
          -




**Section
      13.05** **.**  **CONSENT
      TO JURISDICTION; WAIVER OF JURY TRIAL; JUDICIAL
      REFERENCE** **.**




**(a)**  **EACH
      BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE
      EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN LOS ANGELES
      COUNTY, CALIFORNIA, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN
      APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR
      OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING HEREUNDER OR
      UNDER THE NOTES OR THE SECURITY DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS
      CONTEMPLATED HEREBY,** **PROVIDED** **,** **HOWEVER** **,
      THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY
      MAY
      BE BROUGHT, AT ADMINISTRATIVE AGENT'S OR COLLATERAL AGENT'S OPTION, IN THE
      COURTS OF ANY JURISDICTION WHERE ADMINISTRATIVE AGENT OR COLLATERAL AGENT,
      AS
      APPLICABLE, ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER
      PROPERTY MAY BE FOUND; AND EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY
      DO
      SO,** **EXPRESSLY,
      KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY, WAIVES ANY AND ALL
      OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING, WITHOUT LIMITATION, THE
      INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE EXTENT
      THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS
      BY
      PERSONAL SERVICE OR U.S. CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
      ADDRESSED TO BORROWER AT THE ADDRESS PROVIDED HEREIN. TO THE EXTENT THAT A
      BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
      COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
      PRIOR TO JUDGMENT ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT
      TO
      ITSELF OR ITS PROPERTY, EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY,
      INTENTIONALLY AND IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
      UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO THE MAXIMUM EXTENT
      PERMITTED BY LAW.**




**(b)**  **TO
      THE EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER, ADMINISTRATIVE AGENT,
      COLLATERAL AGENT AND LENDERS HEREBY VOLUNTARILY, KNOWINGLY, VOLUNTARILY,
      INTENTIONALLY AND IRREVOCABLY WAIVE TRIAL BY JURY IN RESPECT OF ANY ACTION
      BROUGHT ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE
      NOTES, THE SECURITY DOCUMENTS OR ANY OTHER LOAN DOCUMENT OR ANY COURSE OF
      CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
      OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE
      OF
      DEALINGS, STATEMENTS OR ACTIONS OF LENDERS RELATING TO THE ADMINISTRATION OF
      THE
      FINANCING HEREUNDER OR THE ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREES THAT
      NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER
      ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS
      PROHIBITED BY LAW, EACH BORROWER HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY
      AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
      LITIGATION ANY SPECIAL EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
      DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH BORROWER CERTIFIES
      THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF LENDERS HAS REPRESENTED, EXPRESSLY
      OR OTHERWISE, THAT LENDERS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
      ENFORCE THE FOREGOING WAIVER THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT
      FOR
      LENDERS TO MAKE THE LOANS.**




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          -




(c)  The
      parties to this Agreement prefer that any dispute between or among them be
      resolved in litigation subject to a jury trial waiver as set forth in **Section
      13.05(b)** .
      If,
      however, under then Applicable Law, a pre-dispute jury trial waiver of the
      type
      provided for in **Section
      13.05(b)** is
      unenforceable in litigation to resolve any dispute, claim, cause of action
      or
      controversy under this Agreement or any other Loan Document (each, a
      " **Claim** "),
      then,
      upon the written request of any party to such litigation, such Claim, including
      any and all questions of law or fact relating thereto, shall, to the extent
      permitted by or available under Applicable Law, be determined exclusively by
      a
      judicial reference proceeding. Except as otherwise provided in **Section
      13.05(b)** ,
      venue
      for any such reference proceeding shall be in the state or federal court in
      the
      County or District where venue is appropriate under Applicable Law (the
      " **Court** ").
      The
      parties shall select a single neutral referee, who shall be a retired state
      or
      federal judge. If the parties cannot agree upon a referee, the Court shall
      appoint the referee. The referee shall report a statement of decision to the
      Court. Nothing in this **Section 13.05(c)** ,
      however, shall limit the right of any party at any time to exercise self-help
      remedies, foreclose against collateral or obtain provisional remedies
      (including, without limitation, replevin, injunctive relief, attachment or
      the
      appointment of a receiver). The parties shall bear the fees and expenses of
      the
      referee equally unless the referee orders otherwise. The referee also shall
      determine all issues relating to the applicability, interpretation, and
      enforceability of this **Section
      13.05(c)** .
      The
      parties acknowledge that any Claim determined by reference pursuant to this **Section
      13.05(c)** shall
      not
      be adjudicated by a jury.




**Section
      13.06** **.**  **Severability** .
      Any
      provision of this Agreement, the Notes or any of the Security Documents or
      other
      Loan Documents which is prohibited or unenforceable in any jurisdiction shall,
      as to such jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof or
      affecting the validity or enforceability of such provision in any other
      jurisdiction.




**Section
      13.07** **.**  **Section
      Headings, Etc** .
      Any
      Article and Section headings in this Agreement are included herein for
      convenience of reference only and shall not constitute a part of this Agreement
      for any other purpose.




**Section
      13.08** **.**  **Several
      Nature of Lenders' Obligations** .
      Notwithstanding anything in this Agreement, the Notes or any of the Security
      Documents to the contrary, all obligations of Lenders hereunder shall be several
      and not joint in nature, and in the event any Lender fails to perform any of
      its
      obligations hereunder, Borrowers shall have no recourse against any other
      Lender(s) who has (have) performed its (their) obligations hereunder. The
      amounts payable at any time hereunder to each Lender shall be a separate and
      independent debt, and each Lender shall be entitled to protect and enforce
      its
      rights arising out of this Agreement, subject to the provisions of **Article
      XI** ,
      and it
      shall not be necessary for any other Lender to be joined as an additional party
      in any proceeding for such purpose.




**Section
      13.09** **.**  **Counterparts** .
      This
      Agreement may be executed by the parties hereto in several counterparts hereof
      and by the different parties hereto on separate counterparts hereof, each of
      which shall be an original and all of which counterparts shall together
      constitute one and the same agreement. Delivery of an executed signature page
      of
      this Agreement by facsimile transmission shall be effective as an in-hand
      delivery of an original executed counterpart hereof.




**Section
      13.10** **.**  **Knowledge
      and Discovery** .
      All
      references in this Agreement to "knowledge" of, or "discovery" by, a Borrower
      shall be deemed to include, without limitation, any such knowledge of, or
      discovery by, a Borrower or any executive officer of a Borrower.




-
          106
          -




**Section
      13.11** **.**  **Amendment
      of Other Agreements** .
      All
      references in this Agreement to other documents and agreements to which Lenders
      are not parties (including without limitation the Acquisition Agreements in
      effect as of the date hereof), shall be deemed to refer to such documents and
      agreements as presently constituted and, except for any amendments and
      modifications not prohibited under **Section
      7.11** ,
      not as
      hereafter amended or modified unless Lenders shall have expressly consented
      in
      writing to such amendment(s) or modification(s).




**Section
      13.12** **.**  **FCC
      and Other Approvals** .
      Notwithstanding anything herein or in any of the Security Documents to the
      contrary, but without limiting or waiving in any way Borrowers' obligations
      under **Section
      2.16** ,
      Administrative Agent's, Collateral Agent's and Lenders' rights hereunder and
      under the Security Documents are subject to all applicable rules and regulations
      of all Governmental Authorities, including, without limitation, the Specified
      Authorities. Lenders will not take any action pursuant to this Agreement or
      the
      Security Documents which would constitute or result in any assignment or
      transfer of control of any License, whether de jure or de facto, if such
      assignment or transfer of control would require under then existing law
      (including, without limitation, the FCC Rules), the prior approval of the FCC,
      without first obtaining such approval. Each Lender specifically agrees that
      (a)
      if FCC consent is required, voting rights in the Equity Securities of each
      Borrower will remain with the Equity Holders thereof even in an Event of Default
      unless any required prior consent of the FCC shall be obtained to the transfer
      of such voting rights; (b) in an Event of Default, there will be either a
      private or public sale of the ownership interests of each Borrower; and (c)
      prior to the exercise of Equity Holder rights by a purchaser at such sale,
      the
      prior consent of the FCC pursuant to 47 U.S.C. § 310(d), in each case only if
      required, will be obtained prior to such exercise. Each Borrower agrees to
      take
      any action which either Agent or any Lender may reasonably request in order
      to
      cause Administrative Agent, Collateral Agent and Lenders to obtain and enjoy
      the
      full rights and benefits granted by this Agreement and the other Loan Documents,
      including specifically, at the cost and expense of Borrower, the use of its
      best
      efforts to assist in obtaining approval of each Governmental Authority,
      including, without limitation, each Specified Authority, for any action or
      transaction contemplated by this Agreement or any Security Document which is
      then required by law, and specifically, without limitation, upon request
      following an Event of Default, to prepare, sign and file (or cause to be filed)
      with the Specified Authority or such other Governmental Authority the
      assignor's, transferor's or controlling person's portion of any application
      or
      applications for consent to (i) the assignment of any License or transfer or
      control thereof, (ii) any sale or sales of property constituting any Collateral
      by or on behalf of Lenders or (iii) any assumption by Administrative Agent,
      Collateral Agent or Lenders or their designees of voting rights or management
      rights in property constituting any Collateral effected in accordance with
      the
      terms of this Agreement.




**Section
      13.13** **.**  **Disclaimer
      of Reliance** .
      Borrowers have not relied on any oral representations concerning any of the
      terms or conditions of the Loans, the Notes, this Agreement or any of the
      Security Documents in entering into the same. Each Borrower acknowledges and
      agrees that none of the officers of Administrative Agent, Collateral Agent,
      Documentation Agent or any Lender has made any representations that are
      inconsistent with the terms and provisions of this Agreement, the Notes and
      the
      Security Documents, and neither a Borrower nor any of its Affiliates has relied
      on any oral promises or representations in connection therewith.




-
          107
          -




**Section
      13.14** **.**  **Environmental
      Indemnification** .
      Without
      limiting the generality of **Section
      13.02** ,
      in
      consideration of the execution and delivery of this Agreement by Lenders and
      the
      making of the Loans, each Borrower hereby indemnifies, exonerates and holds
      Lenders, Agents, Documentation Agent and each of their respective officers,
      directors, employees and agents (collectively, the " **Indemnified
      Parties** ")
      free
      and harmless from and against any and all actions, causes of action, suits,
      losses, costs, liabilities and damages, and reasonable expenses incurred in
      connection therewith (irrespective of whether any such Indemnified Party is
      a
      party to the action for which indemnification hereunder is sought), including
      reasonable attorneys' fees and disbursements (collectively, the " **Indemnified
      Liabilities** "),
      incurred by the Indemnified Parties or any of them as a result of, or arising
      out of, or relating to:




(a)  any
      investigation, litigation or proceeding related to any environmental cleanup,
      audit, compliance or other matter relating to the protection of the environment
      or the release by each Borrower of any Hazardous Material; or




(b)  the
      presence on or under, or the escape, seepage, leakage, spillage, discharge,
      emission, release from, any real property owned or operated by each Borrower
      of
      any Hazardous Material (including any losses, liabilities, damages, injuries,
      costs, expenses or claims asserted or arising under any Environmental Law),
      regardless of whether caused by, or within the control of, each
      Borrower;




except,
      in each case, for any such Indemnified Liabilities arising for the account
      of a
      particular Indemnified Party by reason of the relevant Indemnified Party's
      negligence or misconduct, and if and to the extent that the foregoing
      undertaking may be unenforceable for any reason, Borrower agrees to make the
      maximum contribution to the payment and satisfaction of each of the Indemnified
      Liabilities which is permissible under applicable law. Notwithstanding anything
      to the contrary herein contained, the obligations and liabilities under this
      Section shall survive and continue in full force and effect and shall not be
      terminated, discharged or released in whole or in part irrespective of whether
      all the Obligations have been paid in full or the Commitments have been
      terminated and irrespective of any foreclosure of any mortgage, deed of trust
      or
      collateral assignment on any real property or acceptance by any Lender of a
      deed
      or assignment in lieu of foreclosure.




**Section
      13.15** **.**  **Successors
      and Assigns** .
      This
      Agreement shall be binding upon and inure to the benefit of Borrowers, Agents
      and Lenders and their respective successors and assigns, except that Borrowers
      shall not have the right to assign any of their rights hereunder or delegate
      any
      of its obligations hereunder without the prior written consent of the Required
      Lenders. Any such impermissible assignment or delegation shall be void and
      of no
      effect.




-
          108
          -




**Section
      13.16** **.**  **Maximum
      Enforceability** .  Notwithstanding
      any provision contained in this Agreement or any other Loan Document to the
      contrary, it is the intention and agreement of each Borrower, Lenders and Agents
      that the obligations of each Borrower under this Agreement and each other Loan
      Document to which it is a party shall be valid and enforceable against such
      Borrower to the maximum extent permitted by applicable law. Accordingly, if
      any
      provision of this Agreement or any other Loan Document creating any obligation
      of a Borrower in favor of an Agent or Lenders shall be declared to be invalid
      or
      unenforceable in any respect or to any extent, it is the stated intention and
      agreement of Borrowers, Lenders and Agents that any balance of the obligation
      created by such provision and all other obligations of such Borrower to Agents
      and Lenders created by other provisions of this Agreement and Loan Documents
      shall remain valid and enforceable. Likewise, if any sums which an Agent or
      any
      Lender may be otherwise entitled to collect from a Borrower under this Agreement
      or other Loan Document shall be declared to be in excess of those permitted
      under any law (including any federal or state fraudulent conveyance or like
      statute or rule of law) applicable to such Borrower's obligations under this
      Agreement or other Loan Document, it is the stated intention and agreement
      of
      such Borrower, Lenders and Agents that all sums not in excess of those permitted
      under such Applicable Law shall remain fully collectible by Agents and Lenders
      from such Borrower, and such excess sums shall nevertheless survive as a
      subordinate obligation of such Borrower, junior in right to the claims of
      general unsecured creditors. This provision shall control every other provision
      of the Loan Documents.




**Section
      13.17** **.**  **Suretyship
      Waivers and Consents** **.**




(a)  Unless
      the context clearly indicates to the contrary, each covenant, agreement,
      obligation, representation and warranty of the Borrowers contained herein
      constitutes the joint and several undertaking of each Borrower.




(b)  Each
      Borrower acknowledges that the obligations of such Borrower undertaken herein
      might be construed to consist, at least in part, of the guaranty of obligations
      of the other Borrowers and, in full recognition of that fact, each Borrower
      consents and agrees that the Lender may, at any time and from time to time,
      without notice or demand, whether before or after any actual or purported
      termination, repudiation or revocation of this Agreement by any Borrower, and
      without affecting the enforceability or continuing effectiveness hereof as
      to
      such Borrower: (i) with the consent of the other Borrowers, supplement, restate,
      modify, amend, increase, decrease, extend, renew or otherwise change the time
      for payment or the terms of this Agreement or any part thereof, including any
      increase or decrease of the rate(s) of interest thereon; (ii) supplement,
      restate, modify, amend, increase, decrease or waive, or enter into or give
      any
      agreement, approval or consent with respect to, this Agreement or any part
      thereof, or any of the Security Documents, or any condition, covenant, default,
      remedy, right, representation or term thereof or thereunder; (iii) accept
      partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to
      perfect, subordinate, exchange, substitute, transfer or enforce any security
      or
      guarantees, and apply any security and direct the order or manner of sale
      thereof as the Lender in its sole and absolute discretion may determine; (v)
      release any person from any personal liability with respect to this Agreement
      or
      any part thereof, (vi) settle, release on terms satisfactory to Required Lenders
      or by operation of applicable law or otherwise liquidate or enforce any security
      or guaranty in any manner, consent to the transfer of any security and bid
      and
      purchase at any sale; or (vii) consent to the merger, change or any other
      restructuring or termination of the corporate or partnership existence of any
      Borrower or any other person, and correspondingly restructure the obligations
      evidenced hereby, and any such merger, change, restructuring or termination
      shall not affect the liability of any Borrower or the continuing effectiveness
      hereof, or the enforceability hereof with respect to all or any part of the
      obligations evidenced hereby.




-
          109
          -




(c)  Administrative
      Agent and Collateral Agent, as applicable, on behalf of Lenders may enforce
      this
      Agreement and the other Loan Documents independently as to each Borrower and
      independently of any other remedy or security the Administrative Agent,
      Collateral Agent or the Lenders at any time may have or hold in connection
      with
      the obligations evidenced hereby, and it shall not be necessary for the
      Administrative Agent or Collateral Agent to marshal assets in favor of any
      Borrower or any other person or to proceed upon or against or exhaust any
      security or remedy before proceeding to enforce this Agreement. Each Borrower
      expressly waives any right to require Administrative Agent and Collateral Agent
      to marshal assets in favor of any Borrower or any other Person or to proceed
      against any other Borrower or any Collateral provided by any Person, and agrees
      that Administrative Agent or Collateral Agent may proceed against Borrowers or
      any Collateral in such order as it shall determine in its sole and absolute
      discretion.




(d)  Lenders'
      rights hereunder shall be reinstated and revived, and the enforceability of
      this
      Agreement shall continue, with respect to any amount at any time paid on account
      of a Borrowers' obligations to Lenders which thereafter shall be required to
      be
      restored or returned by Lenders, all as though such amount had not been
      paid.




(e)  To
      the
      maximum extent permitted by applicable law, each Borrower expressly waives
      any
      and all defenses now or hereafter arising or asserted by reason of (i) any
      disability or other defense of the other Borrowers with respect to the
      obligations evidenced hereby, (ii) the unenforceability or invalidity of any
      security or guaranty for the obligations evidenced hereby or the lack of
      perfection or continuing perfection or failure of priority of any security
      for
      the obligations evidenced hereby, (iii) the cessation for any cause whatsoever
      of the liability of the other Borrowers (other than by reason of the full
      payment and performance of all Obligations), (iv) any act or omission of Lenders
      or Agents or others that directly or indirectly results in or aids the discharge
      or release of any Borrower or the Obligations evidenced hereby or any security
      or guaranty therefor by operation of law or otherwise, (v) the avoidance of
      any
      lien in favor of Lenders or Agents for any reason, or (vi) any action taken
      by
      Lenders or Agents that is authorized by this Section or any other provision
      hereof or of any Security Document. Until such time, if any, as all of the
      Obligations have been paid and performed in full and no portion of any
      Commitments under any agreement remains in effect, no Borrower shall have any
      right of subrogation, contribution, reimbursement or indemnity, and each
      Borrower expressly waives any right to enforce any remedy that Lenders or Agents
      now have or hereafter may have against any other Person and waives the benefit
      of, or any right to participate in, any Collateral now or hereafter held by
      Lenders or Agents.




(f)  Each
      of
      the Persons composing Borrowers waives all rights and defenses arising out
      of an
      election of remedies by either Agent or any Lender, even though that election
      of
      remedies, such as a nonjudicial foreclosure with respect to security for a
      guaranteed obligation, has destroyed such Agent's or such Lender's rights of
      subrogation and reimbursement against such Borrower by the operation of Section
      580d of the California Code of Civil Procedure or otherwise.




(g)  Each
      of
      the Persons composing Borrowers waives all rights and defenses that such
      Borrower may have because the Obligations are secured by real property. This
      means, among other things:




-
          110
          -




(i)  Agents
      and Lenders may collect from such Borrower without first foreclosing on any
      real
      or personal property Collateral pledged by Borrowers.




(ii)  If
      an
      Agent or any Lender forecloses on any real property Collateral pledged by
      Borrowers:




A.  The
      amount of the Obligations may be reduced only by the price for which that
      Collateral is sold at the foreclosure sale, even if the collateral is worth
      more
      than the sale price.




B.  Agents
      and Lenders may collect from such Borrower even if Agents or Lenders, by
      foreclosing on the real property Collateral, has destroyed any right such
      Borrower may have to collect from the other Borrowers.




This
      is
      an unconditional and irrevocable waiver of any rights and defenses such Borrower
      may have because the Obligations are secured by real property. These rights
      and
      defenses include, but are not limited to, any rights or defenses based upon
      Section 580a, 580b, 580d or 726 of the California Code of Civil
      Procedure.




**Section
      13.18**  **** **EMHC
      as Agent for Borrowers** **.** Each
      Borrower hereby irrevocably appoints EMHC as the borrowing agent and
      attorney-in-fact for all Borrowers (the " **Borrower
      Representative** ")
      which
      appointment shall remain in full force and effect unless and until
      Administrative Agent, Collateral Agent and Billing Agent shall have received
      prior written notice signed by each Borrower that such appointment has been
      revoked and that another Borrower has been appointed Borrower Representative.
      Each Borrower hereby irrevocably appoints and authorizes Borrower Representative
      (i) to provide Administrative Agent, Collateral Agent, Billing Agent and Lenders
      with all notices with respect to Loans and Letters of Credit obtained for the
      benefit of any Borrower and all other notices and instructions under this
      Agreement and (ii) to take such action as Borrower Representative deems
      appropriate on its behalf to obtain Loans and Letters of Credit and to exercise
      such other powers as are reasonably incidental thereto to carry out the purposes
      of this Agreement. It is understood that the handling of the Loans and
      Collateral of Borrowers in a combined fashion, as more fully set forth herein,
      is done solely as an accommodation to Borrowers in order to utilize the
      collective borrowing powers of Borrowers in the most efficient and economical
      manner and at their request, and that Administrative Agent, Collateral Agent,
      Billing Agent and Lenders shall not incur liability to any Borrower as a result
      hereof.




**Section
      13.19**  **** **Integration;
      Effectiveness of Agreement** **.**




(a)  This
      Agreement supersedes the Borrowers' application for the Loans, the Lenders'
      commitments and proposal letters in respect of the Loans, the Original Credit
      Agreement, the A&R Credit Agreement, the Second A&R Credit Agreement and
      all other prior written or oral agreements and representations between the
      parties hereto and their respective agents, employees or officers with respect
      to the credit facilities extended hereby, and this Agreement, together with
      the
      other Loan Documents, constitutes the entire agreement of the parties hereto
      with respect to the subject matter hereof.




-
          111
          -




(b)  This
      Agreement constitutes an amendment and restatement of the Original Credit
      Agreement, the A&R Credit Agreement and the Second A&R Credit Agreement
      in their entirety and supersedes any inconsistent terms or provisions contained
      in the Original Credit Agreement, the A&R Credit Agreement, and the Second
      A&R Credit Agreement. All Indebtedness of the Borrowers under the Original
      Credit Agreement, the A&R Credit Agreement, and the Second A&R Credit
      Agreement shall hereafter constitute Obligations subject to this
      Agreement.




(c)  This
      Agreement shall become effective only upon acceptance and execution of this
      Agreement by Collateral Agent in Santa Monica, California, after its receipt
      in
      Santa Monica, California, of counterparts of this Agreement executed by
      Borrowers, Administrative Agent, Documentation Agent and Lenders.




**Section
      13.20**  **** **USA
      PATRIOT Act** **.** Each
      Lender that is subject to the requirements of the USA Patriot Act (Title 111
      of
      Pub. L. 107-56 (signed into law October 26, 2001)) (the " **Act** ")
      hereby
      notifies the Borrowers that pursuant to the requirements of the Act, it is
      required to obtain, verify and record information that identifies the Borrowers,
      which information includes the name and address of the Borrowers and other
      information that will allow such Lender to identify the Borrowers in accordance
      with the Act.




**[The
      next page is the signature page.]**




-
          112
          -




**IN
      WITNESS WHEREOF** ,
      Administrative Agent, Collateral Agent, Billing Agent, Lenders and Borrowers
      have caused this Agreement to be duly executed by their respective duly
      authorized representatives, as a sealed instrument, all as of the day and year
      first above written.




**BORROWERS** **:**





**EQUITY
      MEDIA HOLDINGS CORPORATION**


**ARKANSAS
      49, INC.**


**BORGER
      BROADCASTING, INC.**


**DENVER
      BROADCASTING, INC.**


**EBC
      HARRISON, INC.**


**EBC
      PANAMA CITY, INC.**


**EBC
      SCOTTSBLUFF, INC.**


**EQUITY
      NEWS SERVICES, INC., f/k/aHispanic News Network, Inc.**


**FORT
      SMITH 46, INC.**


**LOGAN
      12, INC.**


**MARQUETTE
      BROADCASTING, INC.**


**NEVADA
      CHANNEL 3, INC.**


**NEWMONT
      BROADCASTING CORPORATION**


**PRICE
      BROADCASTING, INC.**


**PULLMAN
      BROADCASTING INC.**


**REP
      PLUS, INC.**


**RIVER
      CITY BROADCASTING, INC.**


**ROSEBURG
      BROADCASTING, INC.**


**TV
      34, INC.**


**VERNAL
      BROADCASTING, INC.**


**WOODWARD
      BROADCASTING, INC.**


**EBC
      MINNEAPOLIS, INC.**


**EBC
      DETROIT, INC.**


**EBC
      BUFFALO, INC.**


**EBC
      WATERLOO, INC.**


**EBC
      ATLANTA, INC.**


**EBC
      SEATTLE, INC.**


**EBC
      KANSAS CITY, INC.**


**EBC
      SYRACUSE, INC.**


**NEVADA
      CHANNEL 6, INC.**


**EBC
      PROVO, INC.**


**EBC
      SOUTHWEST FLORIDA, INC.**


**EBC
      LOS ANGELES, INC.**


**C.A.S.H.
      SERVICES, INC.**  **f/k/a
      SkyportServices, Inc.**


**EBC
      NASHVILLE, INC**


**EBC
      JACKSONVILLE, INC.**







By:Name:
              James
                  H. HearnsbergerTitle:
              Vice
                  President of each




**[Third
      Amended and Restated Credit Agreement – Equity
      Broadcasting]**







**ADMINISTRATIVE
                    AGENT,**
                  **DOCUMENTATION
                    AGENT AND BILLING**
                  **AGENT****:****SILVER
                    POINT FINANCE, LLC, as**
                  **Administrative
                    Agent, Documentation Agent and****Billing
                    Agent**By:Name:Title:Address
                    for Notices to Silver Point Finance, LLC600
                    Steamboat RoadGreenwich,
                    Connecticut 06830Attention:
                    Zubin JariwalaTelecopy
                    No.: (203) 618-2698




**[Third
      Amended and Restated Credit Agreement – Equity
      Broadcasting]**







**COLLATERAL
                  AGENT AND BILLINGAGENT****:****WELLS
                  FARGO FOOTHILL, INC.,****as
                  Collateral Agent and Billing Agent**By:Dena
                  Seki, Vice PresidentAddress
                  for Notice to Wells Fargo Foothill, Inc.2450
                  Colorado Avenue, Suite 3000 WestSanta
                  Monica, California 90404Attention:
                  Group Credit Manager – Specialty Finance GroupTelecopy
                  No.: (310) 453-7442




**[Third
      Amended and Restated Credit Agreement - Equity
      Broadcasting]**







**LENDER****:****SPCP
                  GROUP, LLC**By:Name:Title:Address
                  for Notices to SPCP Group, LLC:600
                  Steamboat RoadGreenwich,
                  CT 06830Attention:
                  Zubin JariwalaTelecopy
                  No.: (203) 618-2650


**[Third
      Amended and Restated Credit Agreement – Equity
      Broadcasting]**







**LENDER****:****SPF
                  CDO I, LTD.**By:Name:Title:Address
                  for Notices to SPF CDO I, LTD.:600
                  Steamboat RoadGreenwich,
                  CT 06830Attention:
                  Zubin JariwalaTelecopy
                  No.: (203) 618-2650





**[Third
      Amended and Restated Credit Agreement – Equity
      Broadcasting]**







**LENDER****:****FIELD
                  POINT III, LLC**By:Name:Title:Address
                  for Notices to FIELD POINT III, LLC:600
                  Steamboat RoadGreenwich,
                  CT 06830Attention:
                  Zubin JariwalaTelecopy
                  No.: (203) 618-2650





**[Third
      Amended and Restated Credit Agreement – Equity
      Broadcasting]**







**LENDER****:****FIELD
                  POINT IV, LLC**By:Name:Title:Address
                  for Notices to FIELD POINT IV, LLC:600
                  Steamboat RoadGreenwich,
                  CT 06830Attention:
                  Zubin JariwalaTelecopy
                  No.: (203) 618-2650


**[Third
      Amended and Restated Credit Agreement – Equity
      Broadcasting]**








**LENDER****:****WELLS
                FARGO FOOTHILL, INC.**By:Dena
                Seki, Vice PresidentAddress
                for Notice to Wells Fargo Foothill, Inc.2450
                Colorado Avenue, Suite 3000 WestSanta
                Monica, California 90404Attention:
                Group Credit Manager – Specialty Finance GroupTelecopy
                No.: (310) 453-7442




**[Third
      Amended and Restated Credit Agreement – Equity
      Broadcasting]**